ZELTIQ Aesthetics, Inc. (NASDAQ:ZLTQ) Files An 8-K Completion of Acquisition or Disposition of Assets

ZELTIQ Aesthetics, Inc. (NASDAQ:ZLTQ) Files An 8-K Completion of Acquisition or Disposition of Assets

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Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 28, 2017, ZELTIQ Aesthetics, Inc., a Delaware
corporation (the Company), completed its merger (the Merger) with
Blizzard Merger Sub, Inc., a Delaware corporation (Merger Sub)
and a wholly-owned subsidiary of Allergan Holdco US, Inc., a
Delaware corporation (Parent). The Merger was effected to an
Agreement and Plan of Merger, dated as of February 13, 2017, by
and among the Company, Parent and Merger Sub (the Merger
Agreement). The Merger Agreement and the Merger were approved by
the Companys stockholders at a special meeting of the Companys
stockholders held on April 27, 2017. The Merger became effective
on April28, 2017 when the certificate of merger of the Company
and Merger Sub were filed with the Secretary of State of the
State of Delaware (the Effective Time). In the Merger, Merger Sub
merged with and into the Company and the Company continued as the
surviving corporation (the Surviving Corporation) and as a direct
wholly-owned subsidiary of Parent.

Under the Merger Agreement, each share of the Companys common
stock (the Company Common Stock) issued and outstanding
immediately prior to the Effective Time was cancelled and
converted into the right to receive $56.50 in cash, without
interest and subject to any applicable withholding of taxes (the
Merger Consideration).

At the Effective Time, (i)each outstanding and unexercised vested
stock option under the Companys 2005 Stock Option Plan, 2011
Equity Incentive Plan and 2012 Stock Plan (collectively, the
Stock Plans) was canceled and converted into the right to receive
cash from the Surviving Corporation in an amount equal to the
number of shares subject to such option multiplied by the excess,
if any, of the Merger Consideration over the exercise price of
such option; (ii)each outstanding vested restricted stock unit
under the Stock Plans was canceled and converted into the right
to receive cash from the Surviving Corporation in an amount equal
to the number of shares subject to such restricted stock unit
multiplied by the Merger Consideration; and (iii)each outstanding
and unvested stock option and each outstanding restricted stock
unit under the Stock Plans was converted into a corresponding
option to purchase ordinary shares of Allergan plc (Allergan
Common Stock) or a corresponding award of restricted stock units
with respect to Allergan Common Stock, as the case may be, on the
same terms and conditions as were applicable under such Company
option or Company restricted stock unit (but taking into account
any changes thereto, including any acceleration or vesting
thereof, provided for in the relevant Stock Plan, or in the
related award document (including any employment agreement or
retention policy) by reason of the Merger), as adjusted based on
an exchange ratio. The exchange ratio is the fraction having a
numerator of $56.50 and having a denominator equal to the volume
weighted average price of Allergan Common Stock for the ten
trading day period, starting with the opening of trading on the
twelfth trading day prior to April 28, 2017 and ending with the
closing of trading on the third to last trading day prior to
April 28, 2017, rounding the result to the nearest 1/10,000 of a
share of Allergan Common Stock. Also at the Effective Time, each
outstanding performance stock unit under the Stock Plans vested
with respect to the maximum number of shares thereunder and was
canceled and converted into the right to receive cash from the
Surviving Corporation in an amount equal to the maximum number of
shares subject to such performance stock unit multiplied by the
Merger Consideration.

The foregoing description of the Merger Agreement and related
transactions does not purport to be complete and is qualified in
its entirety by reference to the full text of the Merger
Agreement, a copy of which is filed as Exhibit 2.1 to the
Companys Current Report on Form 8-K, filed with the Securities
and Exchange Commission (the SEC) on February 15, 2017.

Item 3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of the Merger on April28, 2017,
the Company notified The NASDAQ Global Select Market (NASDAQ) of
the effectiveness of the Merger and of its intent to remove the
Company Common Stock from listing on NASDAQ and requested that
NASDAQ file a notification of removal from listing on Form 25
with the SEC with respect to the Company Common Stock. Trading of
the Company Common Stock on NASDAQ was halted prior to the
opening of trading on April28, 2017.

The Company intends to file with the SEC a certification on Form
15 under the Securities Exchange Act of 1934 (Exchange Act),
requesting the deregistration of the Company Common Stock and the
suspension of the Companys reporting obligations under Sections
13 and 15(d) of the Exchange Act with respect to the Company
Common Stock.

Item 3.03. Material Modification to Rights of Security
Holders.

In connection with the consummation of the Merger, each share of
the Company Common Stock issued and outstanding immediately prior
to the Effective Time was cancelled and automatically converted
into the right to receive the Merger Consideration (other than
(i)shares of the Company Common Stock then held by the Company
(or held in its treasury), which will be canceled and retired and
will cease to exist, and for which no consideration will be
delivered in exchange therefor; (ii)shares of the Company Common
Stock then held by Parent, Merger Sub or any other wholly-owned
subsidiary

of Parent, which will be canceled and retired and will cease to
exist, and for which no consideration will be delivered in
exchange therefor; and (iii)shares owned by stockholders who have
properly exercised and perfected, and have neither effectively
withdrawn nor lost, their right to appraisal and payment under
Section262 of the Delaware General Corporation Law, which will be
treated as described further in the Companys definitive proxy
statement).

The information set forth in Items 2.01 and 3.01 of this Current
Report on Form 8-K are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

As a result of the Merger, Parent acquired 50% of the voting
securities of the Company and as a result, a change of control
has occurred. Upon consummation of the Merger, the Company became
a wholly-owned subsidiary of Parent. The aggregate purchase price
paid for all equity securities of the Company was approximately
$2.47billion.

The information disclosed under Item 2.01 is incorporated by
reference herein.

Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Agreements of Certain Officers.

Resignations and Appointments

In accordance with the terms of the Merger Agreement, at the
Effective Time, each of Mark J. Foley, David J. Endicott, Kevin
C. OBoyle, D. Keith Grossman, Mary M. Fisher and Andrew N.
Schiff, M.D., ceased to serve as directors of the Company. These
resignations were not a result of any disagreement between the
Company and the directors on any matter relating to the Companys
operations, policies or practices. The directors of Merger Sub
immediately prior to the Effective Time, consisting of Sigurd
Kirk and Kira Schwartz, became the directors of the Surviving
Corporation, each to hold office in accordance with the
certificate of incorporation and bylaws of the Surviving
Corporation until their respective successors are duly elected or
appointed and qualified. Mark J. Foley, Taylor Harris, Todd
Zavodnick and Sergio Garcia (i)ceased to serve as officers of the
Company as of the Effective Time; (ii)each of their employments
were terminated by the Company effective immediately following
the Effective Time; and (iii)subject to the terms of a separation
agreement and release to be entered into with the Company, their
equity awards under the Stock Plans were accelerated to be vested
in full immediately prior to the Effective Time. The officers of
Merger Sub immediately prior to the Effective Time became the
officers of the Surviving Corporation each to hold office in
accordance with the certificate of incorporation and bylaws of
the Surviving Corporation until their respective successors are
duly appointed.

Termination of Equity Incentive Plans

On April28, 2017, the Stock Plans were terminated.

Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

At the Effective Time, the certificate of incorporation of the
Company was amended and restated as provided in the Merger
Agreement (the Amended and Restated Certificate). The Amended and
Restated Certificate is attached as Exhibit 3.1 hereto and
incorporated herein by reference.

At the Effective Time, the amended and restated bylaws of the
Company were amended and restated to conform to the bylaws of
Merger Sub as in effect immediately prior to the Effective Time
(the Amended and Restated Bylaws). The Amended and Restated
Bylaws of the Surviving Corporation are attached as Exhibit 3.2
hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security
Holders.

A special meeting of the Companys stockholders (the Special
Meeting) was held on April27, 2017. At the Special Meeting, the
Companys stockholders, upon the recommendation of the board of
directors of the Company, voted in favor of the adoption of the
Merger Agreement and thereby approved the Merger. The Companys
stockholders also approved the adjournment of the Special
Meeting, if necessary, for the purpose of soliciting additional
proxies to vote in favor of the adoption and approval of the
Merger Agreement. Because there were sufficient votes at the
Special Meeting to adopt and approve the Merger Agreement,
adjournment of the Special Meeting to solicit additional proxies
was unnecessary.

Each proposal is described in detail in the Companys definitive
proxy statement, dated March23, 2017, which was filed with the
SEC on March 23, 2017 and first mailed to the Companys
stockholders on March 24, 2017. Stockholders owning a total of
32,266,016 shares voted at the Special Meeting, representing
approximately 79.58% of the shares of the Company Common Stock
issued and outstanding as of the record date for the Special
Meeting.

The voting results for each item of business voted upon at the
Special Meeting were as follows:

PROPOSAL 1 To adopt the
Merger Agreement.

VotesFor

VotesAgainst

Abstentions

31,655,323 19,287 591,406

PROPOSAL 2 To approve, on
an advisory basis, the
merger-related compensation for
the Companys named executive
officers.

VotesFor

VotesAgainst

Abstentions

15,447,781 16,204,088 614,147

PROPOSAL 3 To vote to
adjourn the Special Meeting,
if necessary, for the
purpose of soliciting
additional proxies to vote
in favor of adoption of the Merger Agreement.

VotesFor

VotesAgainst

Abstentions

30,525,146 1,616,815 124,055

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

2.1 Agreement and Plan of Merger, dated as of February13, 2017,
by and among ZELTIQ Aesthetics, Inc., Allergan Holdco US,
Inc. and Blizzard Merger Sub, Inc. (incorporated by reference
to Exhibit 2.1 to the Companys Current Report on Form 8-K
filed with the SEC on February15, 2017).
3.1 Amended and Restated Certificate of Incorporation of ZELTIQ
Aesthetics, Inc.
3.2 Amended and Restated Bylaws of ZELTIQ Aesthetics, Inc.


About ZELTIQ Aesthetics, Inc. (NASDAQ:ZLTQ)

ZELTIQ Aesthetics, Inc. is a medical technology company. The Company focuses on developing and commercializing products utilizing its controlled-cooling technology platform. Its product, the CoolSculpting System, is designed to reduce stubborn fat bulges. It sell the CoolSculpting system primarily to dermatologists, plastic surgeons, aesthetic specialists, and obstetrics and gynecology physicians. It also offers consumables, which are CoolSculpting procedure packs that are needed to perform procedures using its CoolSculpting system. CoolSculpting is a non-invasive fat reduction procedure. CoolSculpting utilizes its controlled cooling technology to selectively reduce stubborn fat bulges. The CoolSculpting system includes CoolSculpting control unit and CoolSculpting applicators. Its consumable procedure pack includes consumable CoolGels, CoolLiners and Geltraps. In addition, each consumable procedure pack includes a disposable computer cartridge that it markets as the CoolCard.

ZELTIQ Aesthetics, Inc. (NASDAQ:ZLTQ) Recent Trading Information

ZELTIQ Aesthetics, Inc. (NASDAQ:ZLTQ) closed its last trading session 00.00 at 56.48 with 3,120,314 shares trading hands.

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