Introductory Note
As previously disclosed on November 7, 2018 in the Current Report on Form8-K filed by ConvergeOne Holdings, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”), the Company is a party to an Agreement and Plan of Merger, dated as of November 6, 2018 (the “Merger Agreement”), by and among the Company, PVKG Intermediate Holdings Inc., a Delaware corporation (“Parent”), and PVKG Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), pursuant to which, on January 4, 2019, Purchaser merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form8-K is incorporated by reference into this Item 2.01.
Pursuant to the Merger Agreement, on November 21, 2018, Purchaser commenced a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock, par value $0.0001 per share, of the Company (“Shares”) for $12.50 per Share (the “Offer Price”), net to the seller in cash, without interest and less any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 21, 2018 (as amended or supplemented, the “Offer to Purchase”), and in the related Letter of Transmittal.
The Offer expired at 5:00 p.m., Eastern time, on January 3, 2019 (the “Expiration Time”). Continental Stock Transfer & Trust Company, the depositary and paying agent for the Offer (the “Depositary and Paying Agent”), advised Purchaser that, as of the Expiration Time, a total of 73,678,798 Shares had been validly tendered and not properly withdrawn pursuant to the Offer (excluding Shares tendered pursuant to notices of guaranteed delivery that had not yet been “received” (as such term is defined in Section 251(h)(6)(f) of the General Corporation Law of the State of Delaware (the “DGCL”)), representing approximately 97.48% of the outstanding Shares. As a result, all conditions to the Offer were satisfied and on January 4, 2019, Purchaser accepted for payment (such time of acceptance for payment, the “Acceptance Time”) all such Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to the Expiration Time, and payment for such Shares was made on January 4, 2019 to the Depositary and Paying Agent. The Depositary and Paying Agent will act as agent for tendering stockholders for the purpose of transmitting payments to tendering stockholders whose Shares have been accepted for payment in accordance with the terms of the Offer. The Depositary and Paying Agent also advised Parent and Purchaser that, as of the Expiration Time, it received Notices of Guaranteed Delivery with respect to 1,141,079 additional Shares, representing approximately 1.5% of the outstanding Shares.
On January 4, 2019, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the DGCL, Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. The Merger was effected without a vote of the Company stockholders pursuant to Section 251(h) of the DGCL. At the effective time of the Merger (the “Effective Time”), each Share outstanding immediately prior to the Effective Time (other than Shares held by the Company (or held in the Company’s treasury), Shares held by Parent, Purchaser or any other direct or indirect subsidiary of Parent or the Company, Shares held by certain members of the Company’s management that were rolled over and converted into shares of an affiliate of Parent and Purchaser or any Shares held by any person who was entitled to and properly demanded statutory appraisal of his, her or its Shares under Section 262 of the DGCL in connection with the Merger) was converted into the right to receive an amount in cash equal to the Offer Price, without interest and less any withholding of taxes required by applicable law.
The aggregate purchase price and related fees and expenses were funded by proceeds from debt financing, as well as by equity contributions from CVC Capital Partners VII (A) L.P., CVC Capital Partners VII AIV (Delaware) LP, CVC Capital Partners Investment Europe VII L.P. and CVC Capital Partners VII Associates L.P.
