MICROSEMI CORPORATION (NASDAQ:MSCC) Files An 8-K Termination of a Material Definitive AgreementItem 1.02. Termination of a Material Definitive Agreement.
| (d) | each award of performance-based vesting stock units with respect to shares of Company Stock (“PSUs”) that was outstanding immediately prior to the Effective Time became vested as to a percentage of the total number of shares of Company Stock subject to such award to be determined prior to the Effective Time by the compensation committee of the Company’s board of directors (the “Board”) (which percentage was not less than 50% or greater than the maximum possible vesting percentage under the terms of the award) and was canceled and converted into the right to receive an amount in cash equal to (i)the number of vested PSUs subject to the award multiplied by (ii)the Merger Consideration; |
| (e) | each share of Company Stock awarded to a Company restricted stock award that was outstanding and unvested as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration, provided that the right of the award holder to receive such cash payment was subject to the same vesting conditions (including any applicable acceleration provisions provided under the terms of the award) as applied to the share of Company Stock to which such payment of the Merger Consideration relates; |
| (f) | each option to purchase shares of Company Stock held by an individual subject to SAFE regulations that was outstanding and vested at the Effective Time was canceled and converted into the right to receive an amount in cash equal to the product of (i)the excess, if any, of the Merger Consideration over the exercise price per share of such vested option, multiplied by (ii)the number of shares of Company Stock issuable upon the exercise in full of such vested option; |
| (g) | each option to purchase shares of Company Stock held by an individual subject to SAFE regulations that was outstanding and unvested at the Effective Time was canceled and converted into the right to receive an amount in cash equal to the product of (i)the excess, if any, of the Merger Consideration over the exercise price per share of such unvested option, multiplied by (ii)the number of shares of Company Stock issuable upon the exercise in full of such unvested option; provided that the right of the award holder to receive such cash payment was subject to the same vesting conditions (including any applicable acceleration provisions provided under the terms of the award) as applied to the option to which such payment of the Merger Consideration relates; and |
| (h) | each award of RSUs that was outstanding and unvested at the Effective Time held by an individual subject to SAFE regulations was canceled and converted into the right to receive an amount in cash equal to the product of (i)the number of vested RSUs subject to the award multiplied by (ii)the Merger Consideration; provided that the right of the award holder to receive such cash payment was subject to the same vesting conditions (including any applicable acceleration provisions provided under the terms of the award) as applied to the RSU to which such payment of the Merger Consideration relates. |
The aggregate value of the cash merger consideration paid to former equityholders of the Company by Parent in the Merger at the Effective Time, including for PSUs, vested RSUs and certain vested options, was approximately $8.2billion, without giving effect to related transaction fees and expenses.
The foregoing summary description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March2, 2018, which is incorporated herein by reference.
Item 1.02. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May29, 2018 in connection with the consummation of the Merger, the Company notified The Nasdaq Stock Market LLC (”Nasdaq”) of its intent to remove the shares of Company Stock from listing on Nasdaq and requested that Nasdaq suspend trading of the Company Stock and file a delisting application with the SEC to delist and deregister the shares of Company Stock. The Company expects that, in accordance with the Company’s request, Nasdaq will file with the SEC a Notification of Removal from Listing and/or Registration under Section12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist and deregister the shares of Company Stock. The Company also expects that trading of the Company Stock will be suspended prior to the start of trading on May29, 2018.
The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the shares of Company Stock and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 1.02. Material Modification to Rights of Security Holders.
At the Effective Time, each share of Company Stock outstanding, other than treasury stock held by the Company or shares of Company Stock held by Parent or any subsidiary of the Company or Parent, was cancelled and converted into the right to receive the Merger Consideration.
The information disclosed under Item 1.02, Item 1.02 and Item 1.02 of this Current Report on Form 8-K is incorporated by reference in this Item 1.02.
Item 1.02. Changes in Control of Registrant.
As a result of the consummation of the Merger, on May29, 2018, a change in control of the Company occurred. As of the Effective Time, the Company became a wholly-owned subsidiary of Parent.
The information disclosed under Item 1.02, Item 1.02, Item 1.02, Item 1.02 and Item 1.02 of this Current Report on Form 8-K is incorporated by reference in this Item 1.02.
Item 1.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the terms of the Merger Agreement, at the Effective Time, the members of Merger Subsidiary’s board of directors immediately prior to the Effective Time, which consisted of Steve Sanghi, Ganesh Moorthy and J. Eric Bjornholt, became the directors of the Surviving Corporation as of immediately after the Effective Time.
In accordance with the terms of the Merger Agreement, at the Effective Time, the executive officers of Merger Subsidiary immediately prior to the Effective Time, which consisted of Steve Sanghi (Chief Executive Officer), Ganesh Moorthy (President), J. Eric Bjornholt (Chief Financial Officer), Kim van Herk (Secretary) and Alan Davis (Assistant Secretary), became the executive officers of the Surviving Corporation as of immediately after the Effective Time.
Item 1.02. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the consummation of the Merger, the Company’s certificate of incorporation and bylaws were amended and restated to be the certificate of incorporation and the bylaws, respectively, of Merger Subsidiary in effect immediately prior to the Effective Time.
The certificate of incorporation and bylaws as so amended and restated are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.
Item 1.02. Other Events.
On May10, 2018, the Company sent a conditional notice of optional redemption to U.S. Bank National Association, as trustee (the “Trustee”) for distribution to the holders of Notes, electing to effect an optional redemption of all of the Company’s outstanding 9.125% Senior Notes due 2023 (CUSIP No. 595137AB6) (the “Notes”), at a cash redemption price equal to 50% of principal amount plus the Applicable Premium (as defined below), together with any accrued and unpaid interest thereon to the redemption date of June15, 2018 (such date, the “Redemption Date”) (such amount, the “Redemption Amount”). The Applicable Premium with respect to any Note is equal to the excess of (a)the present value on the Redemption Date of (x) 106.844% of the outstanding principal amount of such Note, plus (y)all required scheduled interest payments due on such Note through January15, 2019 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points, over (b)the then-outstanding principal amount of such Note. The redemption is subject to the satisfaction of the following conditions precedent (the “Conditions Precedent”): (i) the consummation of the Merger and (ii)the Financing (as such term is defined in the Merger Agreement) being obtained to the terms of the Merger Agreement. As the Conditions Precedent have been satisfied, from and after the Redemption Date, (i)interest on the Notes will cease to accrue in accordance with the indenture governing the Notes (the “Indenture”), unless the Company defaults in paying the Redemption Amount to the holders of the Notes, and (ii)
the only remaining right of the holders of the Notes will be to receive payment of the Redemption Amount. The notice of optional redemption was sent by the Trustee to the registered holders of the Notes on May10, 2016 in accordance with the requirements of the Indenture. A copy of the conditional notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On May29, 2018, the Company satisfied and discharged the Indenture in accordance with its terms by depositing an amount with the Trustee sufficient to pay and discharge the Notes (including principal, Applicable Premium, and accrued and unpaid interest to the Redemption Date) in full. Upon the deposit of such money with the Trustee, the Indenture was satisfied and discharged and is of no further force or effect.
Item 1.02 Financial Statements and Exhibits.
(d) Exhibits.
| * | All schedules to the Merger Agreement have been omitted to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. |
MICROSEMI CORP ExhibitEX-3.1 2 d581169dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATION OF INCORPORATION OF MICROSEMI CORPORATION ARTICLE I The name of the corporation (hereinafter called the “Corporation”) is Microsemi Corporation. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road,…To view the full exhibit click here
About MICROSEMI CORPORATION (NASDAQ:MSCC)
Microsemi Corporation is a designer, manufacturer and marketer of analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. The Company offers a portfolio of semiconductor and system solutions for aerospace and defense, communications, data center and industrial markets. Its products include high-performance and radiation-hardened analog mixed-signal integrated circuits (ICs), field programmable gate arrays (FPGAs), system on chip solutions (SoCs) and application-specific integrated circuits (ASICs) and power management products. The Company’s marketed products include Switchtec PFX PCIe switch, Flashtec NVM Express (NVMe)2032 and NVMe2016 controllers, Flashtec NVM Express (NVMe)2108 eight channel and NVMe2104 four channel controllers, PDS-EM-8100 PoE 2.5 gigabits per second (Gbps) Multiplexer, Chip Scale Atomic Clock (CSAC) components and miTimePLL.
