Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
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Pursuant to the terms of, and subject to the conditions specified in, the Merger
Agreement, Merger Sub will merge with and into the Company, and the Company will
become a wholly owned direct or indirect subsidiary of Parent (the "Merger"). If
the Merger is consummated, each Share outstanding as of immediately prior to the
effective time of the Merger (the "Effective Time") (other than shares held by
(i) any wholly owned subsidiary of the Company, (ii) the Company (or held in the
Company's treasury), (iii) Parent, Merger Sub or any other wholly owned
subsidiary of Parent or (iv) stockholders of the Company who have validly
exercised their appraisal rights under
At the Effective Time, the holders of each stock option to purchase Shares (each, a "Company Option") that is outstanding and vested (the "Vested Company Options") will receive cash equal to the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Vested Company Option (the "Spread"), subject to any applicable tax withholding. At the Effective Time, each outstanding unvested Company Option (the "Unvested Company Options") and each outstanding unvested restricted stock unit of the Company (each, a "Company RSU"), other than Company Options and Company RSUs held by non-employee members of the Board ("Director Awards"), will be either (i) cancelled and replaced with a restricted stock unit for ordinary shares of Parent (a "Parent RSU") using a conversion ratio designed to preserve the intrinsic value of such Unvested Company Option or Company RSU or (ii) in Parent's discretion, cancelled in exchange for a right to payment in cash equal to the Spread for each Share underlying such Unvested Company Option or, in the case of Company RSUs, for payment in cash equal to the Merger Consideration multiplied by the number of Shares underlying such Company RSU, as applicable, in each case subject to continued time-based vesting under the schedule applicable to such Unvested Company Option or Company RSU prior to the Effective Time (but, in the case of Company RSUs that are subject to a performance vesting element, no longer subject to such performance-based vesting). At the Effective Time, Director Awards will be cancelled in exchange for cash equal to (i) with respect to Director Awards that are Company Options, the Spread for each Share underlying such Company Option and (ii) with respect to Director Awards that are Company RSUs, cash equal to the Merger Consideration multiplied by the number of Shares underlying such Company RSU.
The consummation of the Merger is subject to the satisfaction or waiver of
customary closing conditions, including (i) the adoption of the Merger Agreement
by the holders of a majority of the Company's outstanding Shares; (ii) the
expiration or termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended; (iii) the clearance of the
Merger by the
The Company has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants, including (i) to conduct the business and operations of the Company and its subsidiaries, in all material respects, in the ordinary course and in accordance with past practices prior to the consummation of the Merger and (ii) to not engage in certain specified transactions or activities prior to the consummation of the Merger without Parent's prior written consent. In addition, the Company has agreed (i) not to solicit, initiate, knowingly encourage, or knowingly facilitate any alternative acquisition proposals or acquisition inquiries or take any action that could reasonably be expected to lead to an acquisition proposal or acquisition inquiry; (ii) not to furnish or otherwise provide access to any information regarding the Company or its subsidiaries to any person or entity in connection with or in response to an acquisition proposal or acquisition inquiry; (iii) not to engage in discussions or negotiations with any person or entity with respect to any acquisition proposal or acquisition inquiry; (iv) not to approve, endorse or recommend any acquisition proposal; and (v) not to enter into any letter of intent, memorandum of understanding, agreement in principle or similar document or any contract constituting or relating directly or indirectly to, or that contemplates or is intended or could reasonably be expected to result directly or indirectly in, an acquisition transaction, subject to customary exceptions in the exercise of the Board's fiduciary duties. In addition, the Company has agreed to file a proxy statement and cause a special stockholders meeting to be held regarding the adoption of the Merger Agreement; and subject to certain customary exceptions, that the Board will unanimously recommend that the stockholders of the Company approve the adoption of the Merger Agreement and to not withdraw or modify that recommendation.
The Merger Agreement contains customary termination rights for the parties,
including the right to terminate the Merger Agreement if the Merger has not been
consummated at or prior to
The foregoing description of the Merger Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specified dates, were solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. The representations and warranties have been made for the purpose of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Parent or Merger Sub. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Voting and Support Agreement
Concurrently with the execution and delivery of the Merger Agreement,
Pursuant to the Support Agreements, the Supporting Stockholders have agreed to vote all of the Support Agreement Shares (i) in favor of the Merger, the adoption of the Merger Agreement, each of the other actions contemplated by the Merger Agreement and any action in furtherance of any of the foregoing; (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement and (iii) against certain other specified actions, including any actions that are intended to impede, interfere with, delay, postpone, discourage or adversely affect the Merger. Under each Support Agreement, the applicable Supporting Stockholder has granted to Parent an irrevocable proxy to vote the Support Agreement Shares as provided above.
Each Support Agreement will terminate upon the earliest of: (i) the date on which the Merger Agreement is validly terminated in accordance with its terms; (ii) the date on which the Merger becomes effective and (iii) the date upon which Parent and the applicable Supporting Stockholder agrees to terminate such Support Agreement in writing.
The foregoing description of the Support Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Support Agreement (a form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K), which is incorporated herein by reference.
Item 8.01 Press Release
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Employee Letter
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Employee FAQ
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Forward-Looking Statements
This communication contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. In some cases, you can identify these forward-looking statements by the use of terms such as "expect," "will," "continue," or similar expressions, and variations or negatives of these words, but the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to: any statements regarding the expected timing of the completion of the transaction and the benefits of the transaction; the ability of Parent and the Company to complete the proposed transaction considering the various conditions to the transaction, some of which are outside the parties' control, including those conditions related to regulatory approvals; any other statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. These forward-looking statements are inherently uncertain, and are based on information available to the Company as of the date hereof and current expectations, forecasts, estimates, and assumptions. A number of important factors and uncertainties could cause actual results or events to differ materially from those described in these forward-looking statements, including without limitation: the failure to satisfy or waive any of the conditions to the consummation of the proposed transaction, including the adoption of the Merger Agreement by the Company's stockholders and the receipt of certain governmental and regulatory approvals; matters arising in connection with the parties' efforts to comply with and satisfy applicable regulatory approvals and closing conditions relating to the proposed transaction; the risk that the proposed . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Document 2.1 Agreement and Plan of Merger, dated as ofFebruary 20, 2020 , by and amongAdesto Technologies Corporation , Dialog Semiconductor plc andAzara Acquisition Corp. 10.1 Form of Voting and Support Agreement. 99.1 Press Release, datedFebruary 20, 2020 . 99.2 Employee Letter, datedFebruary 20, 2020 . 99.3 Employee FAQ, datedFebruary 20, 2020 .
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