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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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The information set forth in the Introductory
Note and in Items 3.03, 5.01, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
On October 29, 2019, SMS USA completed
the acquisition of the Company. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company, with the Company
surviving the Merger as a wholly owned subsidiary of SMS USA.
At the Effective Time, each share of
(i) common stock, par value $0.0001 per share, of the Company (the “Common Stock”), issued and outstanding immediately
prior to the Effective Time was automatically cancelled and converted into the right to receive $4.28 in cash, without interest
and less any applicable withholding taxes (the “Common Stock Consideration”), and (ii) (a) Series A convertible
preferred stock, par value $0.0001 per share, of the Company (the “Series A Preferred Stock”), issued and outstanding
immediately prior to the Effective Time and (b) Series A-1 convertible preferred stock, par value $0.0001 per share, of the Company
(the “Series A-1 Preferred Stock”, and together with the Series A Preferred Stock, the “Preferred Stock”),
issued and outstanding immediately prior to the Effective Time and Series A-1 Preferred Stock that had accrued and accumulated
on a daily basis until the Effective Time, in accordance with the provisions of the certificate of designation, but which was not
otherwise issued or outstanding immediately prior to the Effective Time, was automatically cancelled and converted into the right
to receive an amount in cash equal to $85.60, without interest and less any applicable withholding taxes (the “Preferred
Stock Consideration”) (other than, in each of the foregoing clauses (i) and (ii), any Canceled Shares or Dissenting Shares
(as each such term is defined in the Merger Agreement)).
At the Effective Time, each option to
purchase shares of Common Stock that was outstanding and unexercised immediately prior to the Effective Time, whether vested or
unvested, was cancelled and converted into the right to receive a cash payment (without interest and less any applicable withholding
taxes) equal to the product of (i) the excess, if any, of the Common Stock Consideration over the per share exercise price of such
option, and (ii) the number of shares of Common Stock subject to such option as of the Effective Time. Options having an exercise
price per share equal to or exceeding the Common Stock Consideration were cancelled without payment.
At the Effective Time, each restricted
stock unit award that was outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted
into the right to receive a cash payment (without interest and less any applicable withholding taxes) equal to the product of (i)
the Common Stock Consideration and (ii) the number of shares of Common Stock underlying the award as of the Effective Time.
At the Effective Time, each warrant
that was outstanding and unexercised immediately prior to the Effective Time was cancelled and converted into the right to receive
a cash payment (without interest) equal to (i) the product of (a) the excess, if any, of (1) the Common Stock Consideration over
(2) the per share exercise price of such warrant, and (b) the number of shares of Common Stock subject to such warrant as of the
Effective Time, less (ii) any applicable withholding taxes required to be withheld by applicable law.
The total amount of funds to consummate
the Merger and the related transactions, not including fees and expenses, was approximately $1.1 billion, including the funds needed
to (i) pay holders of Common Stock or Preferred Stock their respective Common Stock Consideration or Preferred Stock
Consideration due to them under the Merger Agreement, (ii) make payments in respect of outstanding Company stock options and restricted
stock unit awards pursuant to the Merger Agreement, (iii) make payments in respect of outstanding warrants pursuant to the Merger
Agreement, and (iv) pay the outstanding net indebtedness of Corindus.
The definitive proxy statement of the
Company, filed with the Securities and Exchange Commission (the “SEC”) on September 26, 2019, contains additional
information about the Merger and the other transactions contemplated by the Merger Agreement, including information concerning
the interests of directors, executive officers and affiliates of the Company in the Merger.
The description of the Merger and the
Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety
by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company
with the SEC on August 8, 2019, and is incorporated by reference herein.