| | Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
On February 16, 2025, the Issuer entered into a Transaction Agreement (the "Transaction Agreement") with Shift4 Payments, Inc., a Delaware corporation ("Shift4"). Pursuant to the Transaction Agreement, and upon the terms and subject to the conditions therein, Shift4 will cause a new wholly-owned Swiss limited liability company ("Merger Sub") to commence a tender offer (the "Offer") to acquire all of the issued and outstanding shares in the Issuer. Following the consummation of the Offer, subject to the terms and conditions set forth in the Transaction Agreement and in accordance with the laws of Switzerland, Merger Sub and the Issuer will consummate a statutory squeeze-out merger pursuant to which the Issuer will be merged with and into Merger Sub (the "Merger"), and Merger Sub shall continue as the surviving entity of the Merger.
Tender and Support Agreement
In connection with the Issuer's execution of the Transaction Agreement, on February 16, 2025, Shift4 and CK Opportunities Wolverine entered into a Tender and Support Agreement (the "Tender and Support Agreement"). For the remainder of Item 4, any capitalized term used but not defined herein shall have the meaning ascribed to it in the Tender and Support Agreement. Under the Tender and Support Agreement, and subject to the terms and conditions thereof, CK Opportunities Wolverine agreed, among other things, to tender all of the Ordinary Shares and Series B Preferred Shares held by CK Opportunities Wolverine to Merger Sub in the Offer. CK Opportunities Wolverine further agreed to vote all of its Ordinary Shares and Series B Preferred Shares (i) in favor of the adoption and approval of the Board Modification and any other proposal required for the consummation of the transactions contemplated by the Transaction Agreement and (ii) against any Company Takeover Proposal, any change in the Issuer's board of directors (the "Issuer Board") (subject to certain exceptions), any other action that would reasonably be expected to materially impede, materially delay or prevent the consummation of the Offer, and any other proposal or action that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Issuer contained in the Transaction Agreement, or of CK Opportunities Wolverine contained in the Tender and Support Agreement or (B) result in any of the conditions set forth in the Transaction Agreement not being timely satisfied.
CK Opportunities Wolverine also agreed to certain other terms and conditions, including not to transfer, directly or indirectly, its Ordinary Shares and Series B Preferred Shares and not to, directly or indirectly, solicit, initiate, propose, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to a Company Takeover Proposal, or take certain other restricted actions in connection therewith.
CK Opportunities Wolverine's obligations under the Tender and Support Agreement terminate as follows:
(i) (A) immediately if prior to the date that is the later of (1) March 4, 2025 and (2) the fifth business day immediately following Shift4's receipt of a final notice of a change of recommendation by the Issuer Board or a final notice of a Company Superior Proposal with respect to a Qualifying Proposal (in each case, subject to Shift4's match and notice rights under the Transaction Agreement) (the "Applicable Period"), either (x) upon written notice by CK Opportunities Wolverine to Shift4, if there has been a change of recommendation of the Issuer Board or (y) upon termination of the Transaction Agreement by Shift4 following a change of recommendation by the Issuer Board or a termination by the Issuer in order to enter into a Company Superior Proposal substantially concurrently with the termination of the Transaction Agreement, and (B) from and after the expiration of the Applicable Period, on the date that is (1) three months following the termination of the Transaction Agreement, if the Transaction Agreement is terminated in accordance by Shift4 following a change of recommendation by the Issuer Board or (2) five months following the termination of the Transaction Agreement, if the Transaction Agreement is terminated as a result of a material uncured breach by the Issuer that results from a willful breach by the Issuer or by the Issuer in order to enter into a Company Superior Proposal substantially concurrently with the termination of the Transaction Agreement,
(ii) immediately upon termination of the Transaction Agreement in any circumstance, other than those discussed in clause (i) above,
(iii) immediately as of and following the Acceptance Time, or
(iv) immediately, upon written notice by CK Opportunities Wolverine to Shift4, if there has been any modification, waiver or amendment to any provision of the Transaction Agreement that reduces or changes the form of Offer Consideration to be paid in respect of the Shares (in each case, without CK Opportunities Wolverine's prior written consent).
CK Opportunities Wolverine entered into the Tender and Support Agreement solely in its capacity as a beneficial owner of the Ordinary Shares and nothing in the Tender and Support Agreement restricts any officer of director of the Issuer Board from taking any action in his or her capacity as an officer of member of the Issuer Board.
The Tender and Support Agreement has been included to provide information regarding its terms. It is not intended to modify or supplement any factual disclosures about the Issuer or Shift4 in any public reports filed with the SEC by the Issuer or Shift4.
The foregoing description of the Tender and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and is incorporated herein by reference. |
| (a) | Items 5(a) and (c) of the Original Schedule 13D are hereby amended and restated as follows:
(a) The information relating to the beneficial ownership of the Ordinary Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. As of the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 32,411,674 Ordinary Shares of the Issuer, which includes: (i) 9,286,969 Ordinary Shares held by CK Opportunities Wolverine and (ii) 23,124,705 Series B Preferred Shares held by CK Opportunities Wolverine that are convertible into 23,124,705 Ordinary Shares, representing in the aggregate approximately 14.6% of the Ordinary Shares as of February 12, 2025.
Calculations of beneficial ownership described herein are based on information provided in Shift4's Current Report on Form 8-K filed February 18, 2025 and related Exhibit 2.1 reflecting 199,366,170 Ordinary Shares issued and outstanding (excluding Ordinary Shares held in treasury), and take into account Ordinary Shares issuable upon the conversion of Series B Preferred Shares beneficially owned by each Reporting Person, as applicable.
(c) Except as disclosed in this Amendment No. 1, none of the Reporting Persons has effected any transactions in the Ordinary Shares during the past 60 days. |
