Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on March 23, 2022, International Baler Corporation (the
"Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Avis Industrial Corporation, an Indiana corporation ("Parent") and AIC
Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub").
Pursuant to the Merger Agreement, Merger Sub conducted a tender offer to
purchase all of the outstanding shares of common stock of the Company, par value
$0.01 per share (the "Shares"), owned by stockholders other than Parent, at a
price of $1.74 per Share to the seller in cash without interest and less any
applicable withholding taxes (the "Offer Price") upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated April 20, 2022 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer").
The Offer and withdrawal rights expired at 5:00 p.m., New York City time, on May
19, 2022 (the "Expiration Date"). American Stock Transfer & Trust Company, LLC,
the depositary for the Offer, advised Parent and Merger Sub that, as of the
Expiration Date, a total of 613,766 Shares had been validly tendered, and not
validly withdrawn, pursuant to the Offer, representing approximately 62.7% of
the issued and outstanding Shares (not held by Parent) as of the Expiration
Date. All conditions to the Offer having been satisfied, Merger Sub accepted and
made payment for all Shares validly tendered into and not validly withdrawn from
the Offer.
Following Merger Sub's payment for the Shares tendered pursuant to the Offer, at
5:00 p.m., Eastern Time, on May 27, 2022 (the "Effective Time"), Merger Sub
merged with and into the Company (the "Merger"), with the Company continuing as
the surviving corporation in the Merger. The Merger was governed by Section 253
of the General Corporation Law of the State of Delaware (the "DGCL") and was
effected without a vote of the Company's stockholders. At the Effective Time,
each Share that was not owned by Avis, Merger Sub, the Company, or any
stockholders of the Company who properly demanded appraisal pursuant to Section
262 of the DGCL in connection with the Merger was converted into the right to
receive the Offer Price, without interest, less any applicable withholding
taxes. Each Share owned by Avis, Merger Sub and the Company immediately prior to
the Effective Time was cancelled and ceases to exist, without such parties
receiving any consideration in exchange therefor.
The foregoing description of the Offer, the Merger, and the Merger Agreement
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 was filed as
Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the
Securities and Exchange Commission ("SEC") on March 25, 2022, and is
incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The disclosures set forth in Items 2.01, 5.01, 5.03 and 8.01 are incorporated
into this Item 3.03.
Item 5.01 Change of Control of Registrant.
Prior to the Offer and the Merger, Parent owned 81.1% of the Company's issued
and outstanding Shares. As a result of the Offer and the Merger, the Company
became a wholly-owned subsidiary of Parent as of the Effective Time. The
aggregate cash consideration paid by Parent in the Offer and the Merger is
approximately $1.7 million, exclusive of related transaction fees and expenses.
Parent funded such consideration with cash on hand.
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The disclosures set forth in Items 2.01, 5.03 and 8.01 of this Current Report
on Form 8-K are incorporated into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the Effective Time, Ronald L. McDaniel, D. Roger Griffin, Lael E. Boren,
William E. Nielsen, John J. Martorana and Martha R. Songer ceased serving as
members of the Company's board of directors. Also, at the Effective Time,
Richard VanDeusen became a director of the Company, joining Gregory L. King on
its board. In addition, at the Effective Time, D. Roger Griffin and William E.
Nielsen ceased being the Company's President and Chief Executive Officer and the
Company's Chief Financial Officer, respectively, with Gregory L. King succeeding
Mr. Griffin as President of the Company and John G. Kuhnash succeeding Mr.
Nielsen as Chief Financial Officer. The above departures were solely in
connection with the Merger and not a result of any disagreement with the
Company, its management or its board of directors.
Gregory L. King is President and Chief Executive Officer of Parent, a position
he has held since October 2020. Prior to that, Mr. King was President and CEO of
The Harris Waste Management Co. (a wholly-owned subsidiary of Parent) from April
2016 to December 2020. Mr. King became a member of the board of directors of the
Company on September 4, 2021. He was also President of Merger Sub since its
formation in March 2022.
John G. Kuhnash was appointed Vice President and Chief Financial Officer of
Parent in October 2021. Previously, Mr. Kuhnash was Chief Financial Officer for
Down-Lite International, Inc. from April 2018 to October 2021, and Chief
Financial Officer for Thyssenkrupp Bilstein of America, Inc. from October 2015
to January 2018. He was also Treasurer of Merger Sub since its formation in
March 2022.
Richard VanDeusen was a director of Merger Sub since its formation in March
2022. He is also President and General Manager of The Harris Waste Management
Group, Inc., a position he has held since December 2020. Prior to that, Mr.
VanDeusen was Vice President, Finance of Altisource from April 2019 until
December 2020. From February 2016 until February 2019 he was Senior Vice
President of Recycling at WestRock Company.
In connection with the above succession appointments of Messrs. King, Kunash and
VanDeusen (each, an "Appointee"): (i) there are no arrangements or
understandings between the Appointee and any other person; (ii) no material
plan, contract or arrangement has been entered into with the Appointee, and no
such plan, contract or arrangement with an Appointee has been materially
amended; and (iii) no grant of any award to the Appointee or modification of an
existing award has been made. Moreover, none of the Appointees has a family
relationship with any director or other executive officer of the Company or any
person nominated or chosen by the Company to become a director or executive
officer. Also, except for their roles as directors and/or executive officers of
Parent or its other subsidiaries, none of the Appointees has a direct or
indirect material interest in any transaction that would require reporting under
Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year-End.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the
Company's Certificate of Incorporation and Bylaws were amended and restated.
Copies of the Amended and Restated Certificate of Incorporation and Amended and
Restated By-laws of the Company effective as of the Effective Time are filed as
Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are
incorporated herein by reference.
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Item 8.01 Other Events
Pursuant to the Merger Agreement, the Company will file a Form 15 with the SEC
on May 31, 2022, to commence the process of terminating the registration of its
common stock under Section 12(g) of the Securities Exchange Act of 1934, as
amended ("Exchange Act") and to suspend the Company's obligations to file
periodic reports with the SEC. As a result of filing the Form 15 with the SEC,
the Company's obligations to file periodic reports with the SEC, including Form
10-K, 10-Q, and 8-K will be immediately suspended. The Company expects the
deregistration to become effective 90 days after filing the Form 15. During this
90-day period, the Company and certain beneficial owners will remain subject to
the SEC's proxy rules and beneficial ownership reporting requirements.
As of the Effective Time, the Company became a wholly-owned subsidiary of
Parent. Accordingly, the Company's common stock will no longer be quoted on the
Pink Sheets after the Effective Time.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
2.1* Agreement and Plan of Merger dated March 23, 2022, by and among
International Baler Corporation, Avis Industrial Corporation, and AIC
Merger Sub, Inc (incorporated by reference to Exhibit 2.1 in the
Company's Form 8-K filed on March 25, 2022).
3.1 Amended and Restated Certificate of Incorporation of International
Baler Corporation as of May 27, 2022.
3.2 Amended and Restated By-laws of International Baler Corporation as of
May 27, 2022.
104 Cover Page Interactive Data File (embedded within the inline XBRL
document).
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The Company agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the SEC upon request.
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