Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed, on November 11, 2018, Black Box Corporation, a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (as amended or supplemented from time to time, the “Merger Agreement”) with AGC Networks Pte Ltd., a company organized under the laws of Singapore (“Top Parent”), BBX Main Inc., a Delaware corporation and a wholly owned subsidiary of Top Parent (“Parent”), BBX Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“BBX Intermediate”), and Host Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of BBX Intermediate (“Merger Sub,” and, together with Top Parent, Parent and BBX Intermediate, the “Parent Entities” and each, a “Parent Entity”).
Pursuant to the Merger Agreement and upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 21, 2018 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as may be amended or supplemented from time to time, the “Letter of Transmittal,” and, together with the Offer to Purchase, the “Offer”), Merger Sub made anall-cash tender offer to purchase any and all issued and outstanding shares of common stock, par value $0.001 per share (each, a “Share,” and collectively, the “Shares”), of the Company at a price of $1.10 per Share (the “Offer Price”), net to the holder thereof, in cash, without interest thereon and subject to any applicable withholding taxes.
The Offer and the withdrawal rights, as extended, expired at midnight (i.e., one minute after 11:59 p.m.), New York City time, on Friday, January 4, 2019 (the “Expiration Time”). The Offer was not further extended. American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “Depositary”), advised Merger Sub that, as of the Expiration Time, a total of 9,126,005 Shares had been validly tendered into and not validly withdrawn from the Offer (not including 292,075 Shares tendered pursuant to notices of guaranteed delivery which had not been delivered to the depositary for the Offer prior to the expiration of the Offer), representing approximately 59.89% of the Shares outstanding as of the Expiration Time. The number of Shares validly tendered into and not properly withdrawn from the Offer satisfied the Minimum Condition (as defined in the Offer to Purchase).
On January 7, 2019, all conditions to the Offer having been satisfied or waived, the Parent Entities irrevocably accepted for payment all Shares validly tendered into and not validly withdrawn from the Offer, and payment for such Shares has been made to the Depositary, which will act as paying agent for the tendering stockholders for purposes of receiving payments from Merger Sub and transmitting such payments to the tendering stockholders.
On January 7, 2019, following the acceptance of the Shares tendered in the Offer and pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”) without the vote of the stockholders of the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares owned by BBX Intermediate, Merger Sub or the Company, or by any of their direct or indirect wholly owned subsidiaries, and Shares held by stockholders of the Company who are entitled to demand and who have properly and validly demanded their statutory rights of appraisal in compliance in all respects with Section 262 of the DGCL) was converted into the right to receive an amount of cash equal to the Offer Price, without interest and less any applicable withholding taxes. The Company was the surviving corporation in the Merger and became a wholly owned subsidiary of BBX Intermediate (the “Surviving Company”).
Pursuant to the terms of the Merger Agreement, each option to purchase Shares outstanding under the Company’s 2008 Long-Term Incentive Plan, as amended and restated (each such option, a “Company Option”), that was outstanding, unexercised and had an exercise price that was equal to or greater than the Offer Price as of the Effective Time was cancelled and terminated for no consideration. All Company Options had an exercise price that was equal to or greater than the current Offer Price.
The Merger Agreement also provides that each outstanding or payable Company restricted stock unit award (each a “Company RSU Award”) or Company performance share award (each a “Company Performance Share Award”), in each case as of the Effective Time and whether vested or unvested, was converted into the right of the holder to receive an amount in cash equal to the product of (x) the total number of Shares underlying such Company RSU Award or Company Performance Share Award and (y) the Offer Price, less any required withholding taxes. As of the Effective Time, each holder of a Company RSU Award or Company Performance Share Award ceased to have any rights with respect thereto, except for such right to receive an amount in cash.
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