Item 1.01. Entry into a Material Definitive Agreement.
Entry into Agreement and Plan of Merger
On
At the Effective Time, each share of common stock, par value
Immediately prior to the Effective Time, subject to the terms and conditions of the Merger Agreement: (i) each outstanding and unexercised option to purchase Shares (a "Stock Option") granted under the Company Stock Plan, shall, automatically and without any required action on the part of the holder thereof, become immediately vested and be cancelled and converted into the right to receive (without interest) from the Company, at or promptly after the Effective Time, an amount in cash equal to the product of (x) the total number of Shares subject to the Stock Option multiplied by (y) the excess, if any, of the Merger Consideration per Share over the exercise price per Share of such Stock Option, (ii) each outstanding award of restricted stock units ("Restricted Stock Units") granted under the Company Stock Plan, shall, automatically and without any required action on the part of the holder thereof, become immediately vested and be cancelled and converted into the right to receive (without interest) from the Company, at or promptly after the Effective Time, an amount in cash equal to the product of (x) the total number of Shares subject to such Restricted Stock Unit immediately prior to the Effective Time multiplied by (y) the Merger Consideration per Share, and (iii) each outstanding award of performance share units ("Performance Share Units") granted under the Company Stock Plan shall, automatically and without any required action on the part of the holder thereof, become immediately vested at the target level of performance, and each such Performance Share Unit shall be cancelled and converted into the right to receive (without interest) from the Company, at or promptly after the Effective Time, an amount in cash equal to the product of (x) the target number of Shares subject to such Performance Share Unit immediately prior to the Effective Time multiplied by (y) the Merger Consideration per Share.
The Board of Directors of the Company (the "Board") has unanimously determined that the Merger Agreement and the Transactions contemplated thereby, including the Merger, are advisable and in the best interests of the Company and its shareholders and the Board has resolved to recommend to the shareholders of the Company that they vote in favor of the approval of the Merger Agreement and the Merger.
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The shareholders of the Company will be asked to vote on the adoption of the
Merger Agreement and the Transactions contemplated thereby, including the
Merger, at a shareholder meeting that will be held on a date to be announced
promptly following the customary
The Merger Agreement contains representations and warranties customary for transactions of this type. The Company has agreed to various customary covenants and agreements, including, among others, agreements to conduct its business in all material respects in the ordinary course during the period between the execution of the Merger Agreement and the Effective Time and not to engage in certain kinds of transactions during this period.
The Company is subject to customary "no-shop" restrictions on its ability to solicit third party proposals relating to alternative transactions or to provide information to and engage in discussions with a third party in relation to an alternative transaction, subject to certain exceptions to permit the Board to comply with its fiduciary duties. Notwithstanding the "no shop" restrictions, prior to obtaining the Company Requisite Vote, the Board may (i) change its recommendation if, in connection with (A) an alternative proposal that did not result from a breach of the "no-shop" restrictions and which the Board determines in good faith, after consultation with outside legal counsel and the Company's financial advisor, would constitute a Superior Proposal and determines in good faith, after consultation with its outside legal counsel, that the failure of the Board to change its recommendation would be inconsistent with its fiduciary duties, or (B) an Intervening Event and (ii) terminate the Merger Agreement in connection with such Superior Proposal upon the payment of the termination fee (as discussed below). Before the Board may terminate the Merger Agreement to accept a Superior Proposal, the Company must, among other things, provide Parent with a four (4) business day "match right" and, if requested by Parent, the Company will engage in good faith negotiations with Parent to make adjustments in the terms and conditions of the Merger Agreement so that the alternative acquisition proposal would cease to constitute a Superior Proposal. Before the Board may change its recommendation due to an Intervening Event the Company must, among other things, provide Parent with four (4) business days' notice and, if requested by Parent, will engage in good faith negotiations to enable Parent to make adjustments to the terms of the Merger Agreement so that a change in recommendation is no longer necessary.
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The Merger Agreement contains certain termination rights for each of the Company
and Parent. In addition to their respective termination rights, and subject to
certain limitations, the Company or Parent may terminate the Merger Agreement if
the Merger is not consummated by
Upon termination of the Merger Agreement in accordance with its terms, under
specified circumstances, the Company will be required to pay Parent a
termination fee. The termination fee payable by the Company to Parent of
Item 8.01 Other Events
On
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of any
vote or approval. In connection with the Merger, the Company plans to file
relevant materials with the
PARTICIPANTS IN SOLICITATION
The Company and certain of its directors and executive officers and certain
other members of management and employees may be deemed to be participants in
the solicitation of proxies from shareholders of the Company in connection with
the Merger under the rules of the
Item 9.01 Financial Statements And Exhibits.
D. Exhibits. 6
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Exhibit No. Description Exhibit 2.1 Agreement and Plan of Merger dated as ofSeptember 27, 2020 amongPerceptron Inc. ,Atlas Copco North America LLC andOdyssey Acquisition Corp. * Exhibit 4.1 Second Amendment to First Amended and Restated Rights Agreement, dated as ofSeptember 27, 2020 betweenPerceptron, Inc. andAmerican Stock Transfer & Trust Company . Exhibit 99.1 Press Release, datedSeptember 28, 2020 is incorporated by reference to Exhibit 99.2 of the Company's Form 8-K filedSeptember 28, 2020 , File No. 000-20206.
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The
Company agrees to furnish supplementally to the Securities and Exchange
Commission a copy of any omitted schedule upon request.
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