Merger Agreement

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Merger Agreement

19. Merger Agreement

On March 25, 2021, the Company, South Dearborn Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), formed by an affiliate of Wise Road Capital LTD, and Michigan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”), providing for, among other things and subject to the terms and conditions thereof, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

The closing of the Merger was subject to certain conditions, including clearance by the Committee on Foreign Investment in the United States (“CFIUS”) under the Defense Production Act of 1950, as amended. The Company and Parent were advised that CFIUS clearance of the Merger would not be forthcoming and received permission from CFIUS to withdraw their joint filing. In connection therewith, the Company and Parent entered into a Termination and Settlement Agreement, dated December 13, 2021 (the “Termination Agreement”).

On December 20, 2021, the Merger Agreement was terminated pursuant to the Termination Agreement after the Company’s receipt of a fee of $51,000 thousand from Parent and a new standby letter of credit, which secures a deferred fee of $19,200 thousand from Parent due on or before March 31, 2022. The Company recorded in its consolidated statement of operations $70,200 thousand income as part of merger-related costs (income), net for the year ended December 31, 2021, and in its consolidated balance sheet $19,200 thousand deferred fee as other receivables at December 31, 2021.

For the years ended December 31, 2021 and 2020, the Company incurred $34,673 thousand and $653 thousand, respectively, of professional fees and certain transaction related-expenses incurred in connection with the Merger, which were recognized in merger-related costs (income), net in the consolidated statements of operations.