CERNER CORPORATION

CERN
End-of-day quote. End-of-day quote  - 06/07
94.92USD -0.05%

CERNER CORP : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

06/08/2022 | 08:57am

Item 2.01 Completion of Acquisition or Disposition of Assets.



The Offer and withdrawal rights expired as scheduled at 12:00 midnight, Eastern
Time, at the end of the day on June 6, 2022 (such date and time, the "Expiration
Time"). According to American Stock Transfer & Trust Company, LLC, the
depositary for the Offer, as of the Expiration Time, 194,816,290 Shares had been
validly tendered into and not validly withdrawn from the Offer, representing
approximately 66.0% of the outstanding Shares (not including 9,464,299 Shares
delivered through Notices of Guaranteed Delivery, representing approximately
3.2% of the outstanding Shares). The number of Shares validly tendered (and not
validly withdrawn) pursuant to the Offer satisfied the condition to the Offer
that there be validly tendered (and not validly withdrawn) prior to the
Expiration Time a number of Shares (excluding Shares tendered pursuant to
guaranteed delivery procedures that have not yet been delivered in settlement or
satisfaction of such guaranteed delivery procedures) that, together with any
Shares owned by Oracle, Parent or Merger Subsidiary, represents a majority of
the aggregate number of Shares issued and outstanding immediately prior to the
first time Merger Subsidiary accepts any Shares for payment pursuant to the
Offer. Accordingly, the Minimum Condition to the Offer has been satisfied. As a
result of the satisfaction or waiver of the conditions to closing and each of
the other conditions to the Offer, Merger Subsidiary has accepted for payment
all Shares that were validly tendered and not validly withdrawn pursuant to the
Offer.



On June 8, 2022, pursuant to the terms of the Merger Agreement and in accordance
with Section 251(h) of the Delaware General Corporation Law ("DGCL"), Merger
Subsidiary merged with and into the Company (the "Merger"), with the Company
continuing as the surviving corporation and becoming an indirect, wholly owned
subsidiary of Oracle.



At the effective time of, and as a result of, the Merger (the "Effective Time")
and pursuant to the terms and subject to the conditions of the Merger Agreement,
each Share issued and outstanding immediately prior to the Effective Time was
converted into the right to receive the Offer Price, in cash, without interest
thereon and subject to any required tax withholding, other than (1) Shares held
by Cerner as treasury stock or owned by Oracle, Parent, Merger Subsidiary or any
subsidiary of Cerner, or (2) Shares held by stockholders who properly exercised
appraisal rights in accordance with Section 262 of the DGCL.



In addition, at the Effective Time and as a result of the Merger and without any
action on the part of the holders thereof, pursuant to the terms and subject to
the conditions of the Merger Agreement, the unvested portion of each (1) option
to purchase shares of common stock ("Stock Options"); (2) share of restricted
stock of the Company ("Restricted Stock"); (3) award of restricted stock units
of the Company ("RSUs"); and (4) award of performance share units of the Company
("PSUs," and together with the Stock Options, Restricted Stock, and RSUs, the
"Compensatory Awards") that was outstanding immediately prior to the Effective
Time and held by a person who was an employee of the Company or any of its
subsidiaries immediately prior to the Effective Time was assumed by Oracle and
converted automatically at the Effective Time into a corresponding option, share
of restricted stock, restricted stock unit, or performance share unit, as the
case may be, denominated in shares of Oracle's common stock. The number of
shares of Oracle's common stock subject to these awards and the per share
exercise price or purchase price was adjusted based on an exchange ratio
determined by dividing the Merger Consideration by the average closing price of
Oracle's common stock on the New York Stock Exchange over the five trading days
immediately preceding (but not including) the date on which the Effective Time
occurs (rounded down to the nearest whole share and rounded up to the nearest
whole cent, respectively). At the Effective Time, the vested portion (including
. . .



Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.



In connection with the closing of the Merger, Cerner notified the Nasdaq Stock
Market LLC
("Nasdaq") on June 8, 2022 that the Merger was consummated, and
requested that Nasdaq (i) suspend trading of the common stock of Cerner as of
before the open of trading on June 8, 2022, and (ii) file a notification of
delisting of the Company's common stock from the Nasdaq and deregistration of
Cerner's common stock under Section 12(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on Form 25 with the SEC. Cerner intends
to file a certification on Form 15 with the SEC to cause Cerner's reporting
obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.



Item 3.03 Material Modification to Rights of Security Holders.



The information disclosed under Item 2.01 and Item 5.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 3.03.



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Item 5.01 Changes in Control of Registrant.



As a result of Merger Subsidiary's acceptance for payment on June 8, 2022 of all
Shares that were validly tendered and not validly withdrawn in accordance with
the terms of the Offer, and the consummation of the Merger pursuant to
Section 251(h) of the DGCL on June 8, 2022, a change in control of Cerner
occurred and Cerner now is an indirect, wholly owned subsidiary of Oracle.



The information disclosed under Item 2.01 and Item 3.01 of this Current Report
on Form 8-K is incorporated by reference 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.



Appointment of Directors and Officers



In connection with the Merger, at the Effective Time, each of the Company's
directors immediately prior to the Effective Time ceased to be directors of the
Company. Following the Merger and pursuant to the terms of the Merger Agreement,
at the Effective Time, Brian S. Higgins, the sole director of Merger Subsidiary
immediately prior to the Effective Time of the Merger, became the sole director
of the surviving corporation.



Following the Merger and pursuant to the terms of the Merger Agreement, at the
Effective Time of the Merger on June 8, 2022, the officers of Merger Subsidiary
immediately prior to the Effective Time of the Merger became the officers of the
surviving corporation following the Effective Time, with Dorian E. Daley
appointed as President of the surviving corporation and Brian S. Higgins
appointed as Senior Vice President of the surviving corporation.



Employee Stock Purchase Plan



In accordance with the terms of the Merger Agreement, Cerner's 2011 Associate
Stock Purchase Plan terminated immediately prior to the Effective Time.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.



Pursuant to the terms of the Merger Agreement, at the Effective Time, the
certificate of incorporation and bylaws of the Company were amended and restated
to read in their entirety as the certificate of incorporation in the form
prescribed by the Merger Agreement and bylaws of Merger Subsidiary in effect
immediately prior to the Effective Time. The amended and restated certificate of
incorporation and amended and restated bylaws of the surviving corporation are
filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated by
reference herein.



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Item 9.01 Financial Statements and Exhibits.




d) Exhibits

Exhibit
Number Description

2.1 Agreement and Plan of Merger, dated as of December 20, 2021, by and
among Cerner Corporation, Oracle Acquisition LLC, Cedar Acquisition
Corporation
and Oracle Corporation (incorporated by reference to
Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the
SEC on December 22, 2021)

3.1 Amended and Restated Certificate of Incorporation of Cerner
Corporation


3.2 Amended and Restated Bylaws of Cerner Corporation

104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)



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