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CUSIP No. 45580R103 | | 13D | | Page 30 of 51 pages |
Explanatory Note
This Amendment No. 8 (“Amendment No. 8”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on July 3, 1997 (as amended to date, the “Schedule 13D”), relating to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Indus Realty Trust, Inc. (formerly filed as Griffin Industrial Realty, Inc.), a Maryland corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Consummation of the Merger
On June 29, 2023 (the “Closing Date”), pursuant to the Merger Agreement, dated as of February 22, 2023, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent and ceasing to be a publicly traded company on the Nasdaq Stock Market LLC.
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Merger Effective Time”), each share of Common Stock that was issued and outstanding immediately prior to the Merger Effective Time was automatically cancelled and converted into the right to receive an amount in cash equal to $67.00 per share (the “Merger Consideration”), without interest. In addition, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, immediately prior to the Merger Effective Time:
| • | | each outstanding and unexercised option to purchase shares of Common Stock (a “Company Option”) was cancelled and terminated and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying such Company Option immediately prior to the Merger Effective Time by (y) an amount equal to the Merger Consideration less the per share exercise price of such Company Option, less any applicable withholding taxes, which will be payable (i) in the case of any Company Option that was (A) vested as of immediately prior to the Merger Effective Time, (B) vested by its terms solely as a result of the Merger, (C) granted prior to January 1, 2023 or (D) held by a non-employee director of the Issuer, as soon as administratively practicable following the Merger Effective Time, and (ii) in the case of any other Company Option, as soon as administratively practicable following the date(s) on which such Company Option would have vested, subject to the holder’s continuous employment by the Surviving Entity or its subsidiaries through such vesting date(s); |
| • | | each outstanding award of restricted stock units with respect to Common Stock (other than performance-based restricted stock units) (a “Company RSU Award”) was cancelled and terminated and converted into the right to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of shares of Common Stock underlying such Company RSU Award immediately prior to the Merger Effective |