Merger Agreement

6 Months Ended

Jun. 30, 2024

Merger Agreement

Merger Agreement

(2) Merger Agreement

On May 28, 2024, we entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Nordson Corporation, an Ohio corporation ("Nordson"), and Alpha Medical Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nordson ("Merger Sub"). Pursuant to the terms of the Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company (the "Merger") effective as of the effective time of the Merger ("Effective Time"). As a result of the Merger, Merger Sub will cease to exist, and the Company will survive as a wholly owned subsidiary of Nordson (the "Surviving Corporation").

Pursuant to the Merger Agreement, at the Effective Time, each share of our common stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of our common stock owned by any direct or indirect wholly owned subsidiary of the Company, Nordson, Merger Sub, or any direct or indirect wholly owned subsidiary of Nordson and (ii) shares of our common stock held by a stockholder who has not voted in favor of the adoption of the Merger Agreement and who has complied with all of the provisions of the General Corporation Law of the State of Delaware concerning the right of holders of shares or our common stock to demand appraisal of their shares) will automatically be converted into the right to receive $460.00 in cash, without interest. The Merger Agreement also provides that, at the Effective Time, each outstanding restricted stock unit granted to an employee or non-employee service provider, whether stock-settled or cash-settled, whether settled on a current or deferred basis (including any time-based restricted stock unit granted to a non-employee director which settles on a deferred basis, and any restricted stock unit with market- or performance-based conditions), whether vested but unsettled or unvested, will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) $460.00 and (ii) the aggregate number of shares of our common stock underlying or denominated by such stock unit (with respect to performance-based stock units, vesting at target), less applicable taxes and authorized deductions.

Consummation of the Merger is subject to the satisfaction or waiver of various customary conditions set forth in the Merger Agreement, including, but not limited to:

· the approval of the Merger Agreement by the affirmative vote of the holders of a majority of the issued and outstanding shares of our common stock;

· the absence of any restraint or law preventing or prohibiting the consummation of the Merger;

· the accuracy of Nordson's, Merger Sub's, and our representations and warranties (subject to certain materiality qualifiers);

· Nordson's, Merger Sub's, and our compliance in all material respects with their respective covenants and agreements required by the Merger Agreement to be performed or complied with before the Effective Time; and

· the absence of any Company Material Adverse Effect (as defined in the Merger Agreement) occurring since May 28, 2024.

Consummation of the Merger is not subject to a financing condition.

The Merger is expected to close in the third calendar quarter of 2024.

If the Merger is consummated, shares of our common stock will be delisted from the Nasdaq Stock Market and deregistered under the Securities Exchange Act of 1934, as amended.

During the second quarter, we incurred $5.0 million of legal and financial advisory fees related to the merger, which were recorded in general and administrative operating expenses.