TIME INC. (NYSE:TIME) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
| (e) | Each award of performance stock units of the Company granted under the Company’s long-term outperformance incentive program (the “Company OPP PSUs”) will be deemed earned based on the Offer Consideration and will be fully vested and canceled in exchange for the Merger Consideration in respect of each share of Company Common Stock subject to the vested Company OPP PSU Each Company OPP PSU that remains unearned based on the Offer Consideration will be canceled. |
| (f) | Each vested Company performance stock unit (including any such performance stock units that vest in connection with the Merger), other than the Company OPP PSUs, will be canceled in exchange for the Merger Consideration in respect of each share of Company Common Stock subject to such vested performance stock unit. |
| (g) | Each unvested Company performance stock unit will be assumed and converted automatically into a performance stock unit with respect to a number of shares of Parent common stock determined to a formula set forth in the Merger Agreement, and will otherwise be subject to the same terms and conditions applicable to such unvested performance stock unit under the applicable Company equity incentive plan and award agreement, including vesting. |
| (h) | Each Company deferred stock unit will be canceled in exchange for the Merger Consideration in respect of each share of Company Common Stock subject to such deferred stock unit. |
This current report on Form 8-K does not constitute an offer to purchase or a solicitation of an offer to sell securities of the Company. The tender offer for the outstanding shares of the Company’s common stock described in this current report on Form 8-K has not yet commenced. At the time the planned tender offer is commenced, Parent and Purchaser will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (“SEC”) and the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. Those materials will be made available to the Company’s security holders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site: www.sec.gov.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. These statements are based on management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of the Company’s businesses. More detailed information about these factors may be found in filings by the Company with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 1.01 Financial Statements and Exhibits.
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ExhibitNumber |
Exhibit |
| 2.1 |
Agreement and Plan of Merger, dated as of November26, 2017, by and among Time Inc., Meredith Corporation and Gotham Merger Sub, Inc. Schedules and exhibits to the Agreement and Plan of Merger have been omitted to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request. |
| 99.1 | Press release issued by Time Inc. on November26, 2017. |
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Time Inc. ExhibitEX-2.1 2 d459013dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among TIME INC.,…To view the full exhibit click here
About TIME INC. (NYSE:TIME)
Time Inc. is a media company. The Company’s brands include People, Sports Illustrated, InStyle, Time, Real Simple, Southern Living, Entertainment Weekly, Travel + Leisure, Cooking Light, Fortune and Food & Wine, as well as over 50 diverse titles in the United Kingdom, such as Decanter, Horse & Hound, and Wallpaper*. The Company’s franchises and events include the Fortune 500, Time 100, People’s Sexiest Man Alive, Sports Illustrated’s Sportsperson of the Year, the Food & Wine Classic in Aspen, the Essence Festival and the biennial Fortune Global Forum. The Company provides content marketing, targeted local print and digital advertising programs, branded book publishing, and marketing and support services, including subscription sales services for magazines and other products, retail distribution and marketing services, and customer service and fulfillment services, for the Company and third-party clients, including other magazine publishers.
