Microsoft Corporation (NASDAQ:MSFT) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01.
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Completion of Acquisition or Disposition of Assets. |
On December 8, 2016, the Company completed its previously
announced acquisition of LinkedIn Corporation (LinkedIn).
to the terms of the Agreement and Plan of Merger (the Merger
Agreement), dated as of June 11, 2016, among the Company,
LinkedIn and Liberty Merger Sub Inc., a Delaware corporation and
a wholly-owned subsidiary of the Company (Merger Sub),
Merger Sub merged with and into LinkedIn (the Merger),
with LinkedIn surviving the Merger as a wholly-owned subsidiary
of the Company.
At the effective time of the Merger (the Effective Time),
each share of LinkedIn Class A common stock and Class B common
stock (together, the Common Stock) issued and outstanding
immediately prior to the effective time (other than shares (i)
owned by the Company or its subsidiaries, (ii) held in treasury
by LinkedIn or (iii) owned by LinkedIn stockholders who have
perfected and not withdrawn a demand for appraisal under Delaware
law) were converted into the right to receive $196.00 per share
in cash, without interest (the Per Share Amount).
In addition, at the Effective Time, subject to certain
exceptions, unvested option awards and stock-based awards were
converted into corresponding awards that are subject to shares of
Company common stock. All shares of Common Stock underlying
vested options and stock-based awards were converted into the
right to receive the Per Share Amount (or, in the case of
options, the difference between the Per Share Amount and the
applicable exercise price), less any applicable tax withholdings.
The description of the Merger and the Merger Agreement contained
in this Item 2.01 does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement,
which was filed as Exhibit 2.1 to the Form 8-K filed by LinkedIn
with the Securities and Exchange Commission on June 13, 2016, and
is incorporated by reference herein.
Item9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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| 2.1 |
Agreement and Plan of Merger, dated as of June 11, 2016, by and among the Company, LinkedIn and Merger Sub (incorporated by reference to Exhibit 2.1 of LinkedIns Current Report on Form 8-K filed with the SEC on June13, 2016). |
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