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Merger Transaction
3 Months Ended
Mar. 27, 2016
Business Combinations [Abstract]  
Mergers Transaction
MERGER TRANSACTION

On March 1, 2016, Checkpoint Systems, Inc., CCL Industries Inc., a corporation organized under the laws of Canada (CCL), and CCL Industries USA Corp., a Pennsylvania corporation and a wholly owned indirect subsidiary of CCL (Merger Sub) entered into an Agreement and Plan of Merger (the Merger Agreement).

The Merger Agreement provides, subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into us (the Merger) and we will survive the Merger as a wholly owned subsidiary of CCL. At the effective time of the Merger (the Effective Time), each share of our common stock outstanding immediately prior to the Effective Time (other than shares owned by us and our subsidiaries, CCL or Merger Sub) will be automatically converted into the right to receive $10.15 in cash, without interest (the Merger Consideration).

Our Board of Directors (the Board) has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger. The closing of the Merger is subject to the approval of the Merger Agreement by the affirmative vote of at least a majority of the outstanding shares of our common stock entitled to vote thereon (the Shareholder Approval). The closing of the Merger is also subject to various customary conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of all other required antitrust approvals, the absence of any governmental order prohibiting the consummation of the transactions contemplated by the Merger Agreement, the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain materiality qualifications) and compliance with the covenants and agreements in the Merger Agreement in all material respects.

We have made customary representations, warranties and covenants in the Merger Agreement, including covenants (1) to conduct our business in the ordinary course during the period between the execution of the Merger Agreement and the closing of the Merger, (2) not to engage in specified types of transactions during this period unless agreed to in writing by CCL and (3) to convene and hold a meeting of our shareholders for the purpose of obtaining the Shareholder Approval.

The Merger Agreement contains certain termination rights for both us and CCL, including our right to terminate the Merger Agreement to accept a superior proposal after complying with certain requirements. In addition, either party may terminate the Merger Agreement if the Merger is not consummated on or before December 1, 2016 (which may be extended to March 1, 2017 in certain circumstances specified in the Merger Agreement). The Merger Agreement further provides that upon termination of the Merger Agreement under specified circumstances, we or CCL may be required to pay the other party a termination fee of $13 million.

Transaction costs incurred in connection with the merger are recognized within Merger Transaction Costs in the Consolidated Statement of Operations and were approximately $6.0 million for the three months ending March 27, 2016. In accordance with the Merger Agreement, all unvested stock-based compensation awards will immediately vest at the merger date. This will result in an increase to our stock-based compensation cost in the Consolidated Statement of Operations in the second quarter of 2016.

On April 4, 2016, the United States Federal Trade Commission granted early termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to our proposed acquisition by CCL. The transaction remains subject to other customary closing, including approval by Checkpoint's shareholders. A special meeting of shareholders is scheduled for May 11, 2016 to consider and vote upon: 1) approval of the Merger Agreement, 2) compensation arrangements that may be payable to our named executive officers in connection with the consummation of the Merger, and 3) to approve the adjournment of the special meeting, if deemed necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Agreement. Assuming approval or waiver of all closing conditions, the transaction is currently expected to close in the second quarter of 2016.