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MERGER
3 Months Ended
Mar. 31, 2014
Business Combinations [Abstract]  
MERGER
MERGER
On February 3, 2014, the Company announced the entry into an Agreement and Plan of Merger, dated February 2, 2014 (the "Merger Agreement") with Smith & Nephew, Inc. ("Parent"), Rosebud Acquisition Corporation, a wholly owned subsidiary of Parent ("Merger Subsidiary") and Smith & Nephew plc ("Parent Holdco"), pursuant to which the Company agreed to be acquired by Parent and become a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger, each issued and outstanding share of common stock of the Company (other than common shares held by the Company or its subsidiaries, Parent or its subsidiaries, Merger Subsidiary or a stockholder who properly demands appraisal of such common shares under Delaware Law) will be converted into a right to receive $48.25 per share in cash.
At the effective time of the Merger, each equity award with respect to shares of common stock of the Company that is outstanding immediately prior to the Merger will be canceled in consideration of a cash payment to the holder of the award (subject to reduction for withholding taxes). In the case of a stock option or stock appreciation award, the holder will receive an amount equal to $48.25 less the applicable exercise price per share, multiplied by the number of shares covered by the award. In the case of a restricted stock award, the holder will receive an amount equal to $48.25 multiplied by the number of shares covered by the award. In the case of a performance award, the holder will receive an amount equal to $48.25 multiplied by the number of shares covered by the award that are earned based on performance through the last business day of the completed fiscal quarter that immediately precedes the effective time of the Merger (but in no event less than one-third of the target number of shares covered by the award). Each of the Company and Parent made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants by the Company to conduct its business in the ordinary course during the interim period between the execution of the Merger Agreement and the consummation of the Merger.
The completion of the Merger is subject to customary conditions, including approval by the Company’s stockholders, the absence of any material adverse effect on the Company’s business and receiving antitrust approvals (including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the competition laws of Germany and the United Kingdom). On March 13, 2014, the Federal Trade Commission granted early termination of the waiting period under the HSR Act in connection with the Company’s proposed Merger. On March 28, 2014, the German Federal Cartel Office also granted unconditional clearance. The proposed Merger remains subject to certain other closing conditions, including approval by ArthroCare stockholders and approval by the United Kingdom Competition and Markets Authority. A vote of the Company's stockholders is scheduled for May 8, 2014.
The Company has also agreed, subject to certain exceptions, not to enter into discussions concerning, or provide confidential information in connection with, any alternative transaction. In addition, each of the parties have agreed to use their reasonable best efforts to cause the Merger to be consummated. Prior to adoption of the Merger Agreement by the Company’s stockholders, the Board of Directors (the "Board") may in certain circumstances change its recommendation that the Company’s stockholders adopt the Merger Agreement, subject to complying with certain notice and other specified conditions set forth in the Merger Agreement, including giving Parent the opportunity to propose changes to the Merger Agreement.
The Merger Agreement may be terminated under certain circumstances by the Company, prior to the adoption of the Merger Agreement by the Company’s stockholders, including in the event that the Company receives an unsolicited alternative acquisition proposal that the Company concludes, after following certain procedures, is a Superior Proposal (as defined in the Merger Agreement). If the Company receives a Superior Proposal, Parent must be given the opportunity to match the Superior Proposal. In addition, Parent may terminate the Merger Agreement under certain circumstances, including if the Board changes its recommendation that stockholders adopt the Merger Agreement, if after a request from Parent the Board fails to reaffirm its recommendation of the Merger following an alternative acquisition proposal or if there is a material breach of the Company’s obligations relating to non-solicitation of an alternative acquisition proposal or the procedures to be followed following receipt of an unsolicited alternative acquisition proposal. If the Merger Agreement is terminated under certain circumstances, the Company may be required to pay Parent a termination fee equal to $54.9 million.