Item 2.01.
|
Completion of Acquisition or Disposition of Assets.
|
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange
Commission (the SEC) by Intermolecular, Inc. (Intermolecular or the Company), on May 6, 2019, the Company entered into an Agreement and Plan of Merger (the Merger
Agreement) with EMD Group Holding II, Inc., a Delaware corporation (Parent) and EMD Performance Materials Semiconductor Services Corp., a Delaware corporation and a wholly owned subsidiary of Parent (Merger
Sub), providing for the merger of Merger Sub with and into the Company (the Merger). On September 20, 2019, pursuant to the terms and conditions of the Merger Agreement, Merger Sub was merged with and into the Company,
with the Company surviving as a wholly owned subsidiary of Parent.
At the effective time of the Merger (the Effective
Time), each share of the Companys common stock, par value $0.001 per share (each such share, a Company Share and collectively the Company Shares), that was outstanding immediately prior to the
Effective Time (excluding any shares owned by the Company, Parent or Merger Sub or any direct or indirect wholly owned subsidiary of the Company, Parent or Merger Sub (which were canceled without any consideration paid therefor)) was canceled and
automatically converted into the right to receive $1.20 in cash, without interest thereon (the Merger Consideration).
Effective as immediately prior to the Effective Time, (i) the vesting of each option to purchase Company Shares (each a Company
Option) that remained outstanding and unvested as of immediately prior to the Effective Time was accelerated in full, (ii) each Company Option that remained outstanding as of immediately prior to the Effective Time was canceled and
terminated as of the Effective Time and (iii) each holder of such Company Option became entitled to receive an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of
Company Shares underlying such Company Option immediately prior to the Effective Time by (y) the amount, if any, by which the Merger Consideration exceeded the per share exercise price of such Company Option.
Effective as of immediately prior to the Effective Time, (i) the vesting of each award of restricted stock units or performance stock
units (each a Company RSU Award) that remained outstanding as of immediately prior to the Effective Time was accelerated in full (with any applicable performance criteria being deemed achieved at the maximum possible level of
achievement for such performance criteria), (ii) each Company RSU Award that remained outstanding as of immediately prior to the Effective Time was canceled and terminated as of the Effective Time and (iii) the holder of each such Company RSU
Award became entitled to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company RSU Award immediately prior to the Effective Time,
by (y) the Merger Consideration.
The Companys definitive proxy statement, filed with the SEC on June 12, 2019, as
amended by the supplement filed with the SEC on June 28, 2019, contains additional information about the Merger and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors,
executive officers and affiliates of the Company in the Merger.
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed herewith as Exhibit 2.1 to this Current Report on Form 8-K and which is
incorporated by reference to this Item 2.01.