| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On August 21, 2018, LyondellBasell Industries N.V. (“LYB”) completed its acquisition of A. Schulman, Inc. (“Schulman”). Pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of February 15, 2018 (the “Merger Agreement”), by and among LYB, LYB Americas Holdco Inc., a wholly owned subsidiary of LYB (“Merger Sub”) and Schulman, Merger Sub merged with and into Schulman, with Schulman continuing as the surviving corporation (the “Merger”). As a result of the Merger, Schulman became a wholly owned subsidiary of LYB.
At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $1.00 per share, of Schulman (“Schulman Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Schulman Common Stock held (a) in the treasury of Schulman or by Schulman or any wholly owned subsidiary of Schulman, (b) by LYB, Merger Sub or any wholly owned subsidiary of LYB or (c) by any stockholder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the Delaware General Corporation Law), was canceled and automatically converted into the right to receive (i) $42.00 in cash (the “Per-Share Amount”), and (ii) one contractual contingent value right (the “CVR”), in each case, without interest and subject to any applicable withholding taxes.
At the Effective Time, each Schulman stock option, restricted stock unit, performance stock unit and restricted share, whether vested or unvested, in each case, outstanding immediately prior to the Effective Time, was canceled and converted into the right to receive an amount in cash equal to thePer-Share Amount (or, in the case of Schulman stock options, the excess of thePer-Share Amount over theper-share exercise price for such stock options) for each share of Schulman Common Stock underlying the award, plus one CVR for each share of Schulman Common Stock underlying the award. Each Schulman performance stock unit, restricted stock unit and restricted share that is subject in whole or in part to performance conditions was deemed to have vested at target achievement levels.
The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to LYB’s Current Report on Form8-K filed with the Securities and Exchange Commission (the “SEC”) on February 15, 2018, and is incorporated herein by reference.
Contingent Value Rights Agreement
On August 21, 2018, in connection with the consummation of the Merger, LYB, Schulman, Equiniti Trust Company, as paying agent, and John K. Broussard, Jr., Joseph M. Gingo and David Leathers entered into a Contingent Value Rights Agreement (the “CVR Agreement”), which will govern the terms of the CVRs. Each CVR represents the right to receive contingent cash payments from proceeds, if any and subject to certain adjustments and deductions as described in the CVR Agreement, from certain litigation involving Schulman and related governmental investigations relating to the acquisition by Schulman of HGGC Citadel Plastics Holdings, Inc. and the acquisition by Citadel’s subsidiary, the Matrixx Group, Incorporated, of Lucent Polymers Inc.
