XML 31 R22.htm IDEA: XBRL DOCUMENT v3.7.0.1
Subsequent Event
6 Months Ended
Jun. 30, 2017
Subsequent Events [Abstract]  
Subsequent Event
Subsequent Event

Merger Agreement
On July 31, 2017, the Company entered into the Merger Agreement with Nova Intermediate Parent, LLC, a Delaware limited liability company (“Parent”), and Nova Merger Sub, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the acquisition of the Company by Parent in an all cash transaction, pursuant to a tender offer (the “Offer”), followed by a subsequent back-end merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will commence the Offer for each share of common stock of the Company (“Company Common Shares”). Subject to the terms and conditions of the Merger Agreement, the Offer will initially remain open for 20 business days from the date of commencement of the Offer. If at the scheduled expiration time of the Offer any of the conditions to the Offer have not been satisfied or waived, then the Offer may be extended on one or more occasions to permit the satisfaction of all Offer conditions. One of the conditions, the expiration or earlier termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, was satisfied on August 7, 2017. At the effective time of the Merger, each Company Common Share issued and outstanding immediately prior to the effective time of the Merger, will be canceled and converted into the right to receive $8.25 in cash, without interest, other than Company Common Shares held by Parent, Merger Sub or the Company or any of their respective direct or indirect wholly owned subsidiaries and Company Common Shares held by a holder who has properly exercised dissenters’ rights with respect to such Company Common Shares in accordance with Subchapter D of Chapter 15 of the Pennsylvania Entity Transactions Law. For more information regarding the Merger Agreement, the Offer and the Merger, see the Current Report on Form 8-K which was filed by the Company with the SEC on August 1, 2017.