necessary, to the nearest whole share of Xylem Shares, and with such Xylem Option having an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of the Company Shares otherwise purchasable pursuant to such Company Option divided by (ii) the Exchange Ratio. The Xylem Options are subject to the same terms and conditions, including any vesting provisions and any provisions providing for accelerated vesting upon certain events, as were applicable to the Company Options as of immediately prior to the Effective Time.
Treatment of Company Restricted Stock Units and Company Performance Stock Units
Pursuant to the Merger Agreement, at the Effective Time, each outstanding unvested restricted stock unit (a “Company RSU”) and each outstanding unvested performance stock unit (a “Company PSU”) granted under any Company Equity Plan ceased to represent a right to acquire Company Shares and was converted (and, in the case of a Company PSU, at a target award level) into a Xylem restricted stock unit (a “Xylem RSU”), which vests based on the passage of time. The number of Xylem Shares subject to each such Xylem RSU is equal to (a) the number of Company Shares subject to each Company RSU or Company PSU, as applicable, immediately prior to the Effective Time multiplied by (b) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Xylem Shares. The Xylem RSUs are subject to the same terms and conditions, including any vesting provisions and any provisions providing for accelerated vesting upon certain events, as were applicable under the Company RSUs or Company PSUs (other than the performance criteria), as applicable, as of immediately prior to the Effective Time.
Treatment of Company Stock Appreciation Rights
Pursuant to the Merger Agreement, at the Effective Time, each outstanding vested and unvested cash-settled stock appreciation right (a “Company SAR”) granted under any Company Equity Plan ceased to represent an award that relates to Company Shares and was converted into an award that relates to Xylem Shares (a “Xylem SAR”) by multiplying the number of Company Shares relating to each such Company SAR immediately prior to the Effective Time by the Exchange Ratio (rounded down to the nearest whole share of Xylem Shares), and each such Xylem SAR has a base price per share (rounded up to the nearest whole cent) equal to (a) the base price per share of the Company Shares otherwise relating to such Company SAR immediately prior to the Effective Time divided by (b) the Exchange Ratio. Except as specifically provided in the Merger Agreement, following the Effective Time, each such Xylem SAR shall continue to be governed by substantially the same terms and conditions, including any vesting provisions and any provisions providing for accelerated vesting upon certain events, as were applicable under the Company SARs as of immediately prior to the Effective Time.
The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to Evoqua’s Current Report on Form 8-K filed with the SEC on January 23, 2023, and is incorporated herein by reference.
Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed and requested that the NYSE suspend trading of Company Shares on the NYSE and remove the Company Shares from listing on the NYSE, in each case, prior to market open on May 24, 2023. In addition, the Company requested that the NYSE file with the SEC a notification of removal from listing on Form 25 to delist the Company Shares from the NYSE and to deregister Company Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a Form 15 requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
Item 3.03. |
Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note, Item 2.01, and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.