ON TRACK INNOVATIONS LTD. Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on
On
Subject to satisfaction of the closing conditions included in the Merger
Agreement, the Transactions are expected to close by
The Merger Agreement Merger Consideration
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Merger Effective Time"), the outstanding ordinary shares of the Company, par
value
At the Merger Effective Time, each restricted share granted under the Company's 2021 Incentive Equity Plan, which is outstanding immediately prior to the Merger Effective Time (whether or not then vested or exercisable) shall be accelerated, and such shares shall participate in the Merger pursuant to the Merger Agreement (without any increase to the aggregate Merger Consideration).
Representations, Covenants and Conditions to Closing
Each of the Company, Parent and Merger Sub has made customary representations and warranties in the Merger Agreement and the Company agreed to customary covenants regarding the operation of its business prior to the closing of the Transactions.
From the date of the Merger Agreement until the earlier of (i) the Merger
Effective Time or (ii) the termination of the Merger Agreement in accordance
with the terms therein, the Company is subject to customary restrictions on its
ability to (A) solicit or facilitate proposals from third parties with respect
to transactions involving the sale of the
The closing of the Merger is subject to certain customary conditions, including,
among others, (a) approval of the Merger Agreement by at least 75% of the
ordinary shares of the Company present at the shareholders meeting, in person or
by proxy, while abstentions are not considered votes cast, (b) the absence of
certain laws, orders, judgments, injunctions or rulings by a governmental
authority that restrain, enjoin or otherwise prohibit the consummation of the
Merger ("Restraint"), (c) the passage of the statutory waiting periods following
the filing of a merger proposal with the Registrar of Companies of the
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Termination
The Merger Agreement contains certain termination rights of Parent and of the
Company, including, among others, the right of (a) Parent to terminate if the
Merger has not been consummated on or prior to
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto, and is incorporated into this report by reference.
The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Merger Sub or Parent. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes 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 are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger, dated
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The registrant agrees to furnish
supplemental a copy of all omitted exhibits and schedules to the
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Additional Information and Where to Find It
In connection with the proposed Merger, the Company intends to file with the
Participants in the Solicitation
The Company and certain of its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the Company's stockholders
in connection with the proposed Merger under the rules of the
Warning Concerning Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the "safe harbor" provisions of federal securities laws. For example,
forward-looking statements are being used when the Company discusses the
potential to close the Merger Agreement, timing of such closing and potential
consideration to the Company's shareholders. The forward-looking statements
contained in this Current Report on Form 8-K reflect the Company's current views
about future events and are subject to numerous known and unknown risks,
uncertainties, assumptions and changes in circumstances that may cause actual
results to differ significantly from those expressed in any forward-looking
statement, including, without limitation, (i) inability to complete the proposed
Merger because, among other reasons, one or more conditions to the closing of
the proposed Merger may not be satisfied or waived; (ii) uncertainty as to the
timing of completion of the proposed Merger; (iii) potential adverse effects or
changes to relationships with employees, service providers or other parties
resulting from the announcement or completion of the proposed Merger; (iv) the
outcome of any legal proceedings that may be instituted against the parties and
others related to the Merger Agreement; and (v) possible disruptions from the
proposed Merger that could harm the Company's business. The Company does not
guarantee that the proposed Merger and events described will happen as described
(or that they will happen at all). Except as otherwise required by law, the
Company undertakes no obligation to publicly release any revisions to the
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. For a more detailed
description of the risks and uncertainties affecting the registrant, reference
is made to the Company's reports filed from time to time with the
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