☒ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Material |
☐ | Soliciting Material under §240.14a-12 |
Payment of Filing Fee (Check the appropriate box): | ||||||
☐ | | | No fee required. | |||
☒ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| | (1) | | | Title of each class of securities to which transaction applies: Common Stock, without par value (“Hillrom common stock”). | |
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| | (2) | | | Aggregate number of securities to which the transaction applies: | |
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| | | | The maximum number of shares of Hillrom common stock to which this transaction applies is estimated to be 67,688,068, which consist of (a) 65,874,531 shares of Hillrom common stock outstanding; (b) 767,314 shares of Hillrom common stock issuable upon exercise of options to purchase shares of Hillrom common stock, (c) 591,620 shares of Hillrom common stock underlying Hillrom RSUs (as defined below), (d) 435,203 shares of Hillrom common stock subject to outstanding Hillrom PRSUs (as defined below) (assuming the achievement of the applicable performance goals at the defined payout percentages in the merger agreement (as defined below)), and (e) 19,400 shares, which represents the estimated number of shares that were purchased by participants in the ESPP (as defined below) upon completion of the final offering period (as defined below) on September 30, 2021. | ||
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| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of (a) the product of 65,874,531 shares of Hillrom common stock and the per share merger consideration of $156.00; (b) the product of 767,314 shares of Hillrom common stock issuable upon exercise of options to purchase shares of Hillrom common stock and the per share merger consideration of $156.00; (c) the product of (i) 591,620 shares of Hillrom common stock underlying Hillrom RSUs and the per share merger consideration of $156.00; (d) the product of (i) 435,203 shares of Hillrom common stock subject to outstanding Hillrom PRSUs (assuming the achievement of the applicable performance goals at the defined payout percentages in the merger agreement) and the per share merger consideration of $156.00; and (e) the product of 19,400 shares, which represents the estimated number of shares that were purchased by participants in the ESPP (as defined below) upon completion of the final offering period on September 30, 2021 and the per share merger consideration of $156.00. | |
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| | (4) | | | Proposed maximum aggregate value of transaction: $10,559,338,608. | |
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| | (5) | | | Total fee paid: $978,850.69, determined, in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, by multiplying 0.00009270 by the proposed maximum aggregate value of the transaction of $10,559,338,608.00. | |
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☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| | (1) | | | Amount Previously Paid: | |
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| | (2) | | | Form, Schedule or Registration Statement No.: | |
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| | (3) | | | Filing Party: | |
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| | (4) | | | Date Filed: | |
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