applicable mandatory waiting period (and any extensions thereof) imposed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended has been obtained, has been received or has terminated or expired, as the case may be (the “HSR Condition”). The Offer is also subject to the other conditions described in the Offer to Purchase.
The Offer is being made pursuant to an Agreement and Plan of Merger dated as of February 20, 2019 (the“Merger Agreement”), by and among Parent, Purchaser and IMDZ. The Merger Agreement provides, among other things, that after consummation of the Offer, Purchaser will merge with and into IMDZ (the “Merger”) in accordance with Section 251(h) of the DGCL, with IMDZ continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding Share (other than any Shares held by Parent, Purchaser, IMDZ or any of Parent’s wholly owned subsidiaries and any Shares held by stockholders who validly exercise their appraisal rights in connection with the Merger) will be automatically converted into the right to receive the price per Share paid in the Offer, payable net to the holder in cash, without interest and less any applicable withholding taxes. The Merger Agreement is more fully described in Section 13 of the Offer to Purchase.
The board of directors of IMDZ has unanimously: (i) determined that the Merger Agreement and the other transactions contemplated thereby, including the Offer and the Merger, are advisable and fair to, and in the best interest of IMDZ and the IMDZ stockholders; (ii) agreed that the Merger shall be effected under Section 251(h) of the DGCL; (iii) approved the execution, delivery and performance by IMDZ of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger; and (iv) resolved to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will purchase, as promptly as practicable after the expiration of the Offer, all Shares validly tendered and not properly withdrawn prior to one minute following 11:59 PM, Eastern Time, on April 1, 2019 (or any later time to which Purchaser, subject to the terms of the Merger Agreement, extends the period of time during which the Offer is open (the “Expiration Date”)). If, on any scheduled Expiration Date, any condition to the Offer has not been satisfied or waived by Parent or Purchaser, and if the Merger Agreement has not been terminated pursuant to its terms, Purchaser may extend the Offer for successive periods of up to 10 business days per extension. Purchaser is obligated to extend the Offer (i) for successive periods of up to 10 business days per extension if the HSR Condition has not been satisfied, (ii) upon the request of IMDZ, if any condition to the Offer (other than the Minimum Condition) has not been satisfied or waived by Parent or Purchaser for an additional period specified by IMDZ of up to 10 business days per extension, and (iii) upon the request of IMDZ, if the Minimum Condition has not been satisfied, but all other conditions to the Offer have been satisfied or waived, on up to three occasions for an additional period specified by IMDZ of up to 10 business days per extension. In addition, if the Merger Agreement has not been terminated pursuant to its terms, we will extend the Offer for any period or periods of time required by any applicable law or any applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission (“SEC”), its staff or Nasdaq Global Market (“Nasdaq”). Purchaser will not be obligated to extend the Offer beyond the earliest to occur of (a) the valid termination of the Merger Agreement pursuant to its terms or (b) the first business day immediately following June 20, 2019.
Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof consistent with the requirements of the SEC. In the case of an extension of the Offer, Purchaser will inform the Depositary & Paying Agent of that fact and will make a public announcement of such extension, no later than the earlier of (i) 9:00 AM, Eastern Time, or (ii) the first opening of Nasdaq, on the next business day after the previously scheduled Expiration Date. During any extension of the Offer, all Shares previously validly tendered and not properly withdrawn will remain subject to the Offer and subject to the right of a tendering stockholder to withdraw such stockholder’s Shares.
Purchaser reserves the right to waive, in whole or in part, any of the conditions to the Offer and to change the Offer Price; provided, however, that unless otherwise contemplated by the Merger Agreement or Purchaser receives IMDZ’s written consent, Purchaser cannot (i) decrease the Offer Price, (ii) change the form of
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