Item 1.01 Entry into a Material Definitive Agreement
On June 20, 2016, OSI Systems, Inc. (the
Company
) entered into an Agreement and Plan of Merger (the
Merger Agreement
), by and among the Company, Apple Merger Sub, Inc., a newly formed and wholly owned subsidiary of the Company (
Merger Sub
), and American Science and Engineering, Inc., a Massachusetts corporation (
AS&E
), providing for the merger of Merger Sub with and into AS&E (the Merger), with AS&E surviving the Merger as a wholly owned subsidiary of the Company.
Pursuant to the Merger Agreement, and on the terms and subject to the conditions therein, at the effective time of the Merger (the Effective Time), each share of common stock of AS&E, par value $0.66 2/3 per share (AS&E Common Stock), issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive $37.00 in cash (the Merger Consideration), excluding (1) shares owned by AS&Es shareholders who have perfected, and not withdrawn a demand for or lost the right to, appraisal rights under Massachusetts law, and (2) shares owned by the Company, Merger Sub or a subsidiary of AS&E.
Effective as of immediately prior to the Effective Time, each option to purchase shares of AS&E Common Stock and each AS&E restricted stock award will vest in full (to the extent unvested) and automatically be cancelled and converted into the right to receive the Merger Consideration. Each AS&E restricted cash award will be assumed by the Company, and each AS&E restricted stock unit award will be assumed by the Company and converted into a new award of restricted stock units covering shares of the Companys common stock.
The completion of the Merger is subject to the satisfaction of customary conditions, including, among others: (i) the requisite approval of AS&Es shareholders, (ii) the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (iii) the absence of any order or injunction issued by any court or governmental authority in the United States preventing the consummation of the transaction. The Company intends to fund the transaction with a combination of cash on hand and money borrowed under the Companys existing revolving credit facility.
The Merger Agreement contains representations, warranties and covenants of the Company, AS&E and the Merger Sub that are customary for a transaction of this nature, including among others, covenants by AS&E concerning the conduct of its business during the pendency of the transactions contemplated by the Merger Agreement, restrictions on solicitation of competing acquisition proposals, public disclosures and other matters. The Merger Agreement contains certain termination rights of the Company and provides that, upon the termination of the Merger Agreement under specified circumstances, AS&E will be required to pay the Company a termination fee equal to $11.0 million. The Merger Agreement also contains certain termination rights of AS&E and provides that, upon the termination of the Merger Agreement under specified circumstances, the Company will be required to pay AS&E a termination fee equal to $11.0 million.
The foregoing descriptions of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The Merger Agreement, which has been included to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company or AS&E, contains representations and warranties of each of the Company, AS&E and the Merger Sub. The assertions embodied in those representations and warranties were made for purposes of the Merger Agreement and are subject to important qualifications and limitations agreed to by the respective parties in connection with negotiating the terms of the Merger Agreement, including information contained in confidential disclosure schedules that the parties exchanged in connection with signing the Merger Agreement. In addition, certain representations and warranties may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for purposes of allocating risk between the respective parties rather than establishing matters of fact. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company
s or AS&Es public disclosures. Investors and security holders are not third-party beneficiaries under the Merger Agreement.