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8-K
PEERLESS SYSTEMS CORP filed this Form 8-K on 02/19/2015
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Item 2.01. Completion of Acquisition or Disposition of Assets.

 

As previously disclosed in the Current Report on Form 8-K filed by Peerless Systems Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on December 24, 2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 22, 2014, with Mobius Acquisition, LLC, a Delaware limited liability company (“Parent”), and Mobius Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”). Pursuant to the Merger Agreement, on January 13, 2015, Acquisition Sub commenced a tender offer to purchase all of the outstanding shares of the common stock, par value $0.001 per share, of the Company (“Shares”), at a price of $7.00 per Share, net to the seller in cash, without interest thereon 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 January 13, 2015 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B), respectively, to the Schedule TO originally filed with the SEC by Acquisition Sub and Parent on January 13, 2015.

 

The Offer and withdrawal rights expired immediately after 11:59 p.m., New York City time, on February 11, 2015. Continental Stock Transfer & Trust, in its capacity as depositary and paying agent for the Offer (the “Depositary”), has advised Parent and Acquisition Sub that 1,839,051 Shares (not including 1,089 Shares tendered by notice of guaranteed delivery) were validly tendered and not withdrawn pursuant to the Offer, representing approximately 59.86% of the outstanding Shares on a fully diluted basis. All conditions to the Offer having been satisfied and, on February 12, 2015, Acquisition Sub accepted for payment all Shares validly tendered and not withdrawn prior to the Expiration Time (as defined in the Offer), and payment of the Offer Price for such Shares will be made by the Depositary.

 

On February 12, 2015 (the “Closing Date”), pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), Acquisition Sub merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Upon completion of the Merger, the Company became a wholly owned subsidiary of Parent.

 

Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), each issued and outstanding Share (other than shares held by the Company as treasury stock, held by a subsidiary of the Company or held by Parent or Acquisition Sub, which were canceled without consideration) was canceled and converted into the right to receive an amount in cash equal to the Offer Price.

 

Each option to purchase Shares (each a “Company Option”) that was outstanding and unvested immediately prior to the Effective Time became fully vested and exercisable. As of the Effective Time, each Company Option that was outstanding and unexercised was canceled in consideration for the right to receive cash consideration equal to the product of (i) the total number of Shares previously subject to such Company Option; and (ii) the excess, if any, of the Offer Price over the exercise price per share of Company Common Stock previously subject to such Company Option, less any required withholding taxes. Each share of restricted Company Common Stock that was outstanding and unvested immediately prior to the closing of the Offer became fully vested, and the restrictions thereon lapsed, and all such vested shares of restricted Company Common Stock were treated identically to all other Shares with respect to the payment of the consideration in the Merger.

 

 
 

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