MOCON, INC. (NASDAQ:MOCO) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
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Entry into a Material Definitive |
On April 16, 2017, MOCON, Inc., a Minnesota corporation (MOCON),
entered into an Agreement and Plan of Merger (the Merger
Agreement), with AMETEK, Inc., a Delaware corporation (AMETEK),
and AMETEK Atom, Inc., a Minnesota corporation and wholly owned
subsidiary of AMETEK (Merger Sub), to which, among other things,
Merger Sub will merge with and into MOCON, with MOCON surviving
as a wholly owned subsidiary of AMETEK (the Merger).
At the effective time of the Merger, each share of MOCONs common
stock issued and outstanding immediately prior to the effective
time (other than (i)shares owned directly by AMETEK, Merger Sub
or anydirect or indirectwholly owned subsidiary of MOCON or
AMETEK; and(ii) shares held by shareholders who have not voted in
favor of approval of the Merger and have demanded and perfected,
and not withdrawn or lost, their right to dissent from the Merger
and be paid the fair value of their shares of MOCON common stock
under Minnesota law) will be automatically cancelled and
converted into the right to receive $30.00 in cash, without
interest, less any applicable taxes required to be withheld. At
the effective time of the Merger, each outstanding stock option
to purchase MOCON common stock will vest in full and will be
cancelled and converted into the right to receive an amount in
cash equal to (i)the number of shares subject to the option
multiplied by (ii)the excess of $30.00 over the exercise price
per share of such option, less any required tax withholding.
Consummation of the Merger is subject to customary conditions,
including without limitation, (i)the approval by the holders of a
majority of the voting power of all shares of MOCON common stock
entitled to vote on the Merger (the Requisite Shareholder
Approval); (ii)the expiration or early termination of the waiting
period applicable to the consummation of the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
(iii) any other mandatory waiting period or required consent or
approval under any other regulatory law shall have expired or
been obtained; and (iv)the absence of any law or order
restraining, enjoining, rendering illegal or otherwise
prohibiting the Merger. Moreover, each partys obligation to
consummate the Merger is subject to certain other conditions,
including (a)the accuracy of the other partys representations and
warranties (subject to certain qualifications) and (b)the other
partys compliance with its material covenants and agreements
contained in the Merger Agreement. In addition, AMETEKs and
Merger Subs obligations to consummate the Merger are subject to
the absence of a MOCON Material Adverse Effect (as defined in the
Merger Agreement). Consummation of the Merger is not subject to a
financing condition.
MOCON has made customary representations and warranties in the
Merger Agreement and has agreed to customary covenants regarding
the operation of the business of MOCON and its subsidiaries prior
to the closing, including to convene and hold a meeting of its
shareholders to consider and vote upon the Merger and, subject to
certain customary exceptions, to recommend that its shareholders
approve and adopt the Merger Agreement. In addition, the Merger
Agreement contains a customary no shop provision that, in
general, restricts MOCONs ability to solicit alternative
acquisition proposals from third parties and to provide
non-public information to and engage in discussions or
negotiations with third parties regarding alternative acquisition
proposals. The no shop provision is subject to a customary
fiduciary out provision that allows MOCON, under certain
circumstances and in compliance with certain obligations, to
provide non-public information and engage in discussions and
negotiations with respect to an unsolicited alternative
acquisition proposal that would reasonably be expected to lead to
a Superior Proposal (as defined in the Merger Agreement).
The Merger Agreement contains certain customary termination
rights for MOCON and AMETEK. The Merger Agreement may be
terminated by either AMETEK or MOCON if (i)the Merger is not
consummated within six months, subject to a three-month extension
if required to obtain antitrust or governmental approval; (ii)the
Merger becomes subject to a final, non-appealable law or order
restraining, enjoining, rendering illegal or otherwise
prohibiting the Merger; or (iii)the Requisite Shareholder
Approval is not obtained following a vote of shareholders taken
thereon. Upon termination of the Merger Agreement under specified
circumstances, including with respect to MOCONs entry into an
agreement with respect to a Superior Proposal, MOCON will be
required to pay AMETEK a termination fee of $5.6 million.
The representations, warranties, and covenants of MOCON contained
in the Merger Agreement have been made solely for the benefit of
AMETEK and Merger Sub. In addition, such representations,
warranties and covenants (i)have been made only for purposes of
the Merger Agreement; (ii)have been qualified by (a)matters
specifically disclosed in MOCONs filings with the Securities and
Exchange Commission (the SEC) prior to the date of the Merger
Agreement and (b)disclosures made to AMETEK and Merger Sub in the
disclosure letter delivered in connection with the Merger
Agreement; (iii)are subject to materiality qualifications
contained in the Merger Agreement, which may differ from what may
be viewed as material by investors; (iv)were made only as of the
date of the Merger Agreement or, in the event the closing occurs,
as of the date of the closing, or such other date as is specified
in the Merger Agreement; and (v)have been included in the Merger
Agreement for the purpose of allocating risk between the
contracting parties rather than establishing matters as fact.
Accordingly, the Merger Agreement is included with this filing
only to provide investors with information regarding the terms of
the Merger Agreement, and not to provide investors with any other
factual information regarding MOCON or its business.
Investors should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of MOCON or any of its
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations and warranties may change
after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in MOCONs public
disclosures. The Merger Agreement should not be read alone, but
should instead be read in conjunction with the other information
regarding MOCON that is or will be contained in, or incorporated
by reference into, the Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and other
documents that MOCON files with the SEC.
The foregoing summary of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full
text of the Merger Agreement filed as Exhibit2.1 hereto and
incorporated herein by reference.
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Item8.01. |
Other Events. |
On April 17, 2017, MOCON and AMETEK issued a joint press release
announcing that they entered into the Merger Agreement. A copy of
the joint press release is filed as Exhibit 99.1 hereto and
incorporated by reference.
On April 17, 2017, Robert Demorest, the President and Chief
Executive Officer of MOCON, sent a communication to the employees
of MOCON concerning the announcement of the Merger Agreement. A
copy of the communication is attached hereto as Exhibit 99.2
Important Additional Information
In connection with the proposed merger, MOCON intends to file
relevant materials with the SEC, including a preliminary proxy
statement on Schedule 14A. Following the filing of the definitive
proxy statement with the SEC, MOCON will mail or otherwise make
available the definitive proxy statement and a proxy card to each
shareholder entitled to vote at the special meeting relating to
the proposed merger. SHAREHOLDERS ARE URGED TO CAREFULLY READ
THESE MATERIALS IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT MOCON
FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE
PARTIES TO THE PROPOSED MERGER. The proxy statement and other
relevant materials (when available), and any and all documents
filed by MOCON with the SEC, may also be obtained for free at the
SECs website at www.sec.gov. In addition, all of these
materials (and all other materials filed by MOCON with the SEC)
will be available at no charge from the SEC through its website
at www.sec.gov. Security holders may also obtain free
copies of the documents filed by MOCON with the SEC by contacting
our CFO at MOCON, Inc., 7500 Mendelssohn Avenue North,
Minneapolis, MN 55428; telephone number (763)493-6370.
Participants in the Solicitation
This document does not constitute a solicitation of proxy, an
offer to purchase or a solicitation of an offer to sell any
securities. MOCON, its directors, executive officers and certain
employees may be deemed to be participants in the solicitation of
proxies from the shareholders of MOCON in connection with the
proposed merger. Information about the persons who may, under the
rules of the SEC, be considered to be participants in the
solicitation of MOCONs shareholders in connection with the
proposed merger, and any interest they have in the proposed
merger, which may, in some cases, differ from those of MOCONs
shareholders generally, will be set forth in the definitive proxy
statement when it is filed with the SEC. Additional information
regarding these individuals is set forth in MOCONs proxy
statement for its 2016 Annual Meeting of Shareholders, which was
filed with the SEC on April13, 2016, and its Annual Report on
Form 10-K for the fiscal year ended December31, 2016, which was
filed with the SEC on March9, 2017. To the extent the holdings of
MOCON securities by MOCONs directors and executive officers have
changed since the amounts set forth in MOCON’s proxy statement
for its 2016 Annual Meeting of Shareholders, such changes have
been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. These documents (when available) may
be obtained for free at the SECs website at www.sec.gov,
and via MOCONs Investor Relations section of its website at
www.mocon.com.
Cautionary Note Regarding Forward-Looking
Statements
This document may include forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including, without limitation, statements relating to the
completion of the merger. Forward-looking statements can usually
be identified by the use of terminology such as anticipate,
believe, continue, could, estimate, evolve, expect, forecast,
intend, looking ahead, may, opinion, plan, possible, potential,
project, should, will and similar words or expression. These
statements are based on current expectations and assumptions that
are subject to risks and uncertainties. Actual results could
differ materially from those anticipated as a result of various
factors, including: (1)MOCON may be unable to obtain shareholder
approval as required for the merger; (2)conditions to the closing
of the merger, including the obtaining of required regulatory
approvals, may not be satisfied; (3)the merger may involve
unexpected costs, liabilities or delays; (4)the business of MOCON
may suffer as a result of uncertainty surrounding the merger;
(5)the outcome of any legal proceedings related to the merger;
(6)MOCON may be adversely affected by other economic, business,
and/or competitive factors; (7)the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement; (8)the ability to recognize
benefits of the merger; (9)risks that the merger disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the merger; (10)other risks to
consummation of the merger, including the risk that the merger
will not be consummated within the expected time period or at
all; (11)the risks described from time to time in MOCONs reports
filed with the SEC under the heading Risk Factors, including the
Annual Report on Form 10-K for the fiscal year ended December31,
2016, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K and in other of MOCONs filings with the SEC; and (12)general
industry and economic conditions. Readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date on which such statements were made.
Except as required by applicable law, MOCON undertakes no
obligation to update forward-looking statements to reflect events
or circumstances arising after such date.
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Item 9.01 |
Financial Statements and Exhibits. |
(d)Exhibits.
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Exhibit No. |
Description |
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2.1* |
Agreement and Plan of Merger, dated as of April 16, 2017, |
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99.1 |
Joint Press Release, dated April 17, 2017 |
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99.2 |
Letter to MOCON, Inc. Employees |
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to Item601(b)(2) of Regulation S-K, the schedules to the |
to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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MOCON, INC. |
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Dated: April 17, 2017 |
By: |
/s/ |
Elissa Lindsoe |
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Elissa Lindsoe |
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Chief Financial Officer, |
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Treasurer and Secretary |
MOCON, INC.
CURRENT REPORT ON FORM 8-K
Exhibit Index
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Exhibit No. |
Description |
Method of Filing |
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2.1* |
Agreement and Plan of Merger, dated as of April 16, 2017, |
Filed herewith |
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99.1 |
Joint Press Release, dated April 17, 2017 |
Filed herewith |
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99.2 |
Letter to MOCON, Inc. Employees |
Filed herewith |
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About MOCON, INC. (NASDAQ:MOCO)
MOCON, Inc. designs, manufactures, markets and services products, and provides consulting services, primarily in the test and measurement, analytical instrument and services markets. The Company’s segments are Permeation Products and Services (Permeation), Package Testing Products and Services (Package Testing), and Industrial Analyzer Products and Services and Other (Industrial Analyzers and Other). Its products include instruments that detect, measure and monitor gases and other chemical compounds. The Permeation segment includes instruments and services that measure the rate at which various gases and vapors permeate through a range of materials. The Package Testing segment manufactures and sells approximately three primary products, such as headspace analyzers, leak detection equipment and gas mixers. The Industrial Analyzers and Other segment manufactures and sells approximately two types of gas analyzer instruments, including gas chromatographs and total hydrocarbon analyzers. MOCON, INC. (NASDAQ:MOCO) Recent Trading Information
MOCON, INC. (NASDAQ:MOCO) closed its last trading session down -0.25 at 21.65 with 3,544 shares trading hands.