HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (HAR) Files An 8-K Entry into a Material Definitive Agreement

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (HAR) Files An 8-K Entry into a Material Definitive Agreement

Story continues below


Entry into a Material Definitive Agreement.

On November 14, 2016, Harman International Industries,
Incorporated, a Delaware corporation (the Company), entered into
an Agreement and Plan of Merger (the Merger Agreement) with
Samsung Electronics Co., Ltd., a Korean corporation (Samsung),
Samsung Electronics America, Inc., a New York corporation and
wholly owned subsidiary of Samsung (Samsung USA), and Silk
Delaware, Inc., a Delaware corporation and wholly owned
subsidiary of Samsung USA (Merger Sub).

The Merger Agreement provides, among other things, that, subject
to the terms and conditions set forth therein (1) Merger Sub will
be merged with and into the Company (the Merger), with the
Company continuing as the surviving corporation and an indirect
wholly owned subsidiary of Samsung, and (2) at the effective time
of the Merger (the Effective Time), each share of common stock,
par value $0.01 per share, of the Company outstanding immediately
prior to the Effective Time (other than shares owned by the
Company, any of the Companys wholly owned subsidiaries, Samsung,
Samsung USA or Merger Sub, or by stockholders who have properly
exercised and perfected appraisal rights under Delaware law) will
be cancelled and automatically converted into the right to
receive $112.00 in cash, without interest (the Merger

to the Merger Agreement, as of the Effective Time, (1) each
option to purchase a share of the Companys common stock (each, a
Company Option) and each stock appreciation right in respect of
the Companys common stock (each, a Company SAR) that, in each
case, is outstanding and unexercised as of the Effective Time
will become fully vested and be converted into the right to
receive an amount in cash equal to the Merger Consideration, net
of the exercise price per share of such Company Option or Company
SAR, as applicable, and (2) each award of restricted stock units
in respect of the Companys common stock (each, a Company RSU)
that is outstanding immediately prior to the Effective Time (i)
that vests solely based on the passage of time will become fully
earned and vested and (ii) that vests in whole or in part based
on performance conditions and for which the applicable
performance period is not complete as of immediately prior to the
Effective Time will vest to the extent provided for in the award
agreement applicable to such Company RSU.

The Board of Directors of the Company (the Board) has unanimously
approved the Merger Agreement and the transactions contemplated
thereby, including the Merger.

The closing of the Merger is subject to the adoption of the
Merger Agreement by the affirmative vote of the holders of at
least a majority of all outstanding shares of common stock of the
Company (the Company Stockholder Approval).The closing of the
Merger is also subject to other customary conditions, including
(1) the expiration or termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, (2) the receipt of certain foreign
antitrust/competition approvals, (3) the completion of any review
or investigation of the transaction by the Committee on Foreign
Investment in the United States (CFIUS), (4) the absence of any
order by a governmental authority in a competent jurisdiction
prohibiting the consummation of the transactions contemplated by
the Merger Agreement and (5)the accuracy of the representations
and warranties contained in the Merger Agreement (subject to
certain materiality qualifications) and compliance with the
covenants and agreements in the Merger Agreement in all material
respects by the parties to the Merger Agreement.

The closing of the Merger is not subject to a financing
condition.Samsung represents to the Company in the Merger
Agreement that it had at the signing of the Merger Agreement and
will have at the closing of the Merger all funds necessary to
fund the aggregate Merger Consideration.

The Company has made customary representations, warranties and
covenants in the Merger Agreement, including, among others,
covenants (1) to conduct its business in the ordinary course and
consistent with past practice during the period between the
execution of the Merger Agreement and the closing of the Merger,
(2) not to engage in specified types of transactions (subject to
specified exceptions) during this period unless agreed to in
writing by Samsung, (3) to convene and hold a meeting of its
stockholders for the purpose of obtaining the Company Stockholder
Approval and (4) subject to certain exceptions, not to withdraw,
change or qualify in a manner adverse to Samsung the
recommendation of the Board that the Companys stockholders adopt
the Merger Agreement.

The Merger Agreement also requires the Company to abide by
customary no-shop restrictions on its ability to solicit
alternative acquisition proposals from third parties or to
provide non-public information to and enter into discussions or
negotiations with third parties regarding alternative acquisition

Each of the Company, Samsung, Samsung USA and Merger Sub has
agreed to use its reasonable best efforts to take all actions
necessary, proper or advisable to consummate the Merger as
promptly as practicable, including to obtain any required
regulatory approvals, subject to agreed limitations.

The Merger Agreement contains certain termination rights,
including the right of the Company to terminate the Merger
Agreement to accept a superior acquisition proposal from a third
party, and provides that, upon termination of the Merger
Agreement by the Company or Samsung under certain circumstances
(including, among other circumstances, a change of the Boards
recommendation to stockholders in favor of the Merger), a
termination fee of $240,000,000 will be payable by the Company.

Each of the Company and Samsung will be permitted to terminate
the Merger Agreement if the closing conditions set forth therein
have not been satisfied as of August 14, 2017 (the Outside
Date).However, such Outside Date will be automatically extended
by 90 days if all closing conditions other than the conditions
relating to regulatory approvals have been satisfied as of that

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which is filed as Exhibit 2.1
to this Current Report on Form 8-K and is incorporated herein by
reference.All references to $ in this Form 8-K are to United
States dollars.

The Merger Agreement has been included as an exhibit to this
Current Report on Form 8-K to provide investors with information
regarding its terms.It is not intended to provide any other
factual information about the Company.The representations,
warranties and covenants contained in the Merger Agreement were
made only for purposes of the Merger Agreement as of the specific
dates therein, were solely for the benefit of the parties to the
Merger Agreement, may


be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures made for
the purposes of allocating contractual risk among the parties to
the Merger Agreement instead of establishing these matters as
facts, and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to
investors.Stockholders should not rely on the representations,
warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of
the parties thereto or any of their respective subsidiaries or
affiliates.Moreover, information concerning the subject matter of
representations and warranties may change after the date of the
Merger Agreement, which subsequent information may or may not be
fully reflected in the Companys public disclosures.

Item5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On November 13, 2016, the Board,having determined that it was in
the best interests of the Company and its stockholders to amend
the by-laws of the Company (the By-Laws), by resolution
authorized, approved and adopted an amendment to the By-Laws that
became effective on November 13, 2016 (the By-Law Amendment).

The By-Law Amendment provides that, unless the Company consents
in writing to the selection of an alternative forum, the sole and
exclusive forum for (1) any derivative action or proceeding
brought on behalf of the Company, (2) any action asserting a
claim for or based on a breach of a fiduciary duty owed by any
current or former director or officer or other employee of the
Company to the Company or the Companys stockholders, including a
claim alleging the aiding and abetting of such a breach of
fiduciary duty, (3) any action asserting a claim against the
Company or any current or former director or officer or other
employee of the Company arising to any provision of the Delaware
General Corporation Law (the DGCL) or the Companys Restated
Certificate of Incorporation or By-Laws, (4) any action asserting
a claim related to or involving the Company that is governed by
the internal affairs doctrine, or (5) any action asserting an
internal corporate claim as that term is defined in Section 115
of the DGCL shall be a state court located within the State of
Delaware (or, if no state court located within the State of
Delaware has jurisdiction, the federal court for the District of

The foregoing is a summary of the By-Law Amendment, and such
summary is qualified in its entirety by the full text of the
Companys By-Laws which, as amended by the By-Law Amendment, is
filed as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated herein by reference.

Item8.01 Other Events.

On November 14, 2016, the Company and Samsung issued a joint
press release announcing the entry into the Merger Agreement.The
press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.

Additional Information and Where to Find It

In connection with the proposed transaction, the Company will
file with the Securities and Exchange Commission (the SEC) and
mail or otherwise provide to its stockholders a proxy statement
regarding the proposed transaction.BEFORE MAKING ANY VOTING


holders may obtain a free copy of the proxy statement and other
documents that the Company files with the SEC (when available)
from the SECs website at www.sec.gov and the Investors section of
www.harman.com. In addition, the proxy statement and other
documents filed by the Company with the SEC (when available) may
be obtained from the Company free of charge by writing to Harman
International Industries, Incorporated, Attention: Corporate
Secretary, 400 Atlantic Street, Suite 1500, Stamford, Connecticut
06901, or by calling (203) 328-3500.

Participants in the Solicitation

The Company and its directors, executive officers and employees
may be deemed, under SEC rules, to be participants in the
solicitation of proxies from the Companys stockholders with
respect to the proposed transaction. Security holders may obtain
information regarding the names, affiliations and interests of
such individuals in the Companys Annual Report on Form 10-K for
the fiscal year ended June 30, 2016, filed with the SEC on August
11, 2016, and its definitive proxy statement for the 2016 annual
meeting of stockholders, filed with the SEC on October 25, 2016.
Additional information regarding the interests of such
individuals in the proposed transaction will be included in the
proxy statement relating to the proposed transaction when it is
filed with the SEC. These documents may be obtained free of
charge from the SECs website at www.sec.gov and the Investors
section of www.harman.com.

Forward-Looking Statements

Statements about the expected timing, completion and effects of
the proposed transaction and all other statements in this report
and the exhibits furnished or filed herewith, other than
historical facts, constitute forward-looking statements within
the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Readers are cautioned
not to place undue reliance on these forward-looking statements
and any such forward-looking statements are qualified in their
entirety by reference to the following cautionary statements. All
forward-looking statements speak only as of the date hereof and
are based on current expectations and involve a number of
assumptions, risks and uncertainties that could cause the actual
results to differ materially from such forward-looking
statements. The Company may be subject to certain risks during
the pendency of the transaction, and may not be able to complete
the proposed transaction on the terms described herein or other
acceptable terms or at all because of a number of factors,
including without limitation (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement, (2) the failure to obtain
the requisite approval of the Companys stockholders or the
failure to satisfy the other closing conditions, (3) risks
related to disruption of managements attention from the Companys
ongoing business operations due to the pending transaction and
(4) the effect of the announcement of the pending transaction on
the ability of the Company to retain and hire key personnel,
maintain relationships with its customers and suppliers, and
maintain its operating results and business generally.


Actual results may differ materially from those indicated by such
forward-looking statements.In addition, the forward-looking
statements represent the Companys views as of the date on which
such statements were made.The Company anticipates that subsequent
events and developments may cause its views to change.However,
although the Company may elect to update these forward-looking
statements at some point in the future, it specifically disclaims
any obligation to do so.These forward-looking statements should
not be relied upon as representing the Companys views as of any
date subsequent to the date hereof.Additional factors that may
affect the business or financial results of the Company are
described in the risk factors included in the Companys filings
with the SEC, including the Companys Annual Report on Form 10-K
for the fiscal year ended June 30, 2016, which risk factors are
incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.
(d) Exhibits.See Exhibit Index.


to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


/s/ Todd A. Suko

Todd A. Suko
Executive Vice President and General Counsel

Date:November 14, 2016




2.1 Agreement and Plan of Merger, dated as of November 14, 2016,
by and among Harman International Industries, Incorporated,
Samsung Electronics Co., Ltd., Samsung Electronics America,
Inc. and Silk Delaware, Inc.
3.1 By-Laws of Harman International Industries, Incorporated, as
amended, dated November 13, 2016
99.1 Joint Press Release, dated November 14, 2016
Schedules and exhibits have been omitted


An ad to help with our costs