XML 27 R15.htm IDEA: XBRL DOCUMENT v3.7.0.1
Merger Agreement Merger Agreement
6 Months Ended
Jul. 01, 2017
Merger Agreement [Abstract]  
Mergers, Acquisitions and Dispositions Disclosures [Text Block]
MERGER AGREEMENT
On June 29, 2017, the Company entered into the Merger Agreement with Parent and Sub. Under the Merger Agreement, at the effective time of the Merger, Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
Also, at the effective time of the Merger, each share of the Company’s common stock issued and outstanding prior to the effective time, other than (i) shares held in the treasury of the Company or owned of record by any wholly-owned subsidiary of the Company, Parent or any of its wholly-owned subsidiaries and (ii) shares of common stock held by stockholders who have not voted in favor of the adoption of the Merger Agreement and who have perfected their statutory right of appraisal in respect of such shares of common stock in accordance with Section 262 of the Delaware General Corporation Law, will be cancelled and automatically be converted into the right to receive $12.97 per share in cash, without interest, subject to any withholding taxes.
The Merger Agreement also provides for certain mutual termination rights of the Company and Parent, including the right of either party to terminate the Merger Agreement if the Merger is not consummated on or before six months from the date of the Merger Agreement. Upon termination of the Merger Agreement under certain circumstances, The Company would be obligated to pay Parent a termination fee of $11 million. Upon termination of the Merger Agreement under certain circumstances, Parent would be obligated to pay the Company a termination fee of $17 million.
The Company was granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), by the Federal Trade Commission on July 25, 2017. The early termination of the HSR waiting period satisfies one of the conditions to the proposed Merger. Closing of the transaction remains subject to other closing conditions, including the affirmative vote in favor of the Merger by holders of a majority of the Company’s outstanding shares of common stock and other customary closing conditions. It is anticipated that the special meeting of the Company’s stockholders to vote on the Merger will be held in the third quarter of this year and, if the transaction is approved, the Merger would be expected to close shortly thereafter.