Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On December 6, 2019, pursuant to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of October 1, 2019, by and among Citizen Operating, LLC,
Citizen Energy Pressburg Inc. ("Merger Sub") and the Company, the Company
completed its previously announced merger whereby Merger Sub merged with and
into the Company (the "Merger"), with the Company continuing as the surviving
corporation and a wholly owned subsidiary of Parent.
At the effective time of the Merger on December 6, 2019 (the "Effective Time"),
each share of the Company's Class A common stock, $0.001 par value per share
(the "Company common stock"), issued and outstanding immediately prior to the
Effective Time was cancelled and automatically converted into the right to
receive $1.52 in cash, without interest (the "Merger Consideration"), other than
(i) shares that were held in the treasury of the Company or owned of record by
any wholly owned subsidiary of the Company, (ii) shares owned of record by
Parent or any of its wholly owned subsidiaries and (iii) shares held by
stockholders who did not vote in favor of or consent to the adoption of the
Merger Agreement and who properly demanded appraisal of such shares and complied
in all respects with all the provisions of the Delaware General Corporation Law
concerning the right of holders of shares to require appraisal (collectively,
the "Cancelled Shares and Dissenting Shares").
In connection with the consummation of the Merger, the New York Stock Exchange
(the "NYSE") was notified on December 6, 2019 that each share of the Company
common stock issued and outstanding immediately prior to the Effective Time,
other than the Cancelled Shares and Dissenting Shares, was converted pursuant to
the Merger Agreement into the right to receive the Merger Consideration, subject
to the terms and conditions of the Merger Agreement. The Company requested that
the NYSE file a Form 25 with the Securities and Exchange Commission (the "SEC")
to delist all of the shares of Company common stock from the NYSE and to
deregister the shares of Company common stock under Section 12(b) of the
Securities Exchange Act of 1934, as amended. The shares of Company common stock
were suspended from trading on the NYSE prior to the opening of trading on
December 6, 2019.
The Company also intends to file with the SEC a Certification and Notice of
Termination on Form 15 requesting to terminate the registration of the shares of
Company common stock under Section 12(g) of the Exchange Act and suspend the
Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.
The foregoing description of the Merger Agreement and the Merger does not
purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Merger Agreement, which was filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on October 1, 2019, and is
incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent applicable, the information set forth under Item 3.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.03.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses