Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 29, 2016, pursuant to the terms of the Agreement and Plan of Merger dated as of April 19, 2016 (the “Merger Agreement”), by and among
Holdings, Parent, Merger Sub, the Company and (solely for purposes of Article 4, Section 5.12, Section 5.16, Section 7.2 and Article 8 of the Merger Agreement) Apex Technology Co., Ltd., a company organized under the laws of the People’s
Republic of China, Merger Sub was merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Upon completion of the Merger, the Company became an indirect wholly owned subsidiary of Holdings.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of Class A Common
Stock, par value $0.01 per share, of the Company (the “Common Stock”), other than shares of Common Stock owned by the Company, any direct or indirect wholly owned subsidiary of the Company, Holdings, Parent or Merger Sub, or by
stockholders who have properly exercised and perfected appraisal rights under Delaware law and not waived, withdrawn or lost such appraisal rights, was converted into the right to receive $40.50 in cash, without interest and less any applicable
withholding taxes (the “Merger Consideration”).
In addition, each option to purchase shares of Common Stock that was outstanding immediately prior to the
Effective Time, whether vested or unvested, became, as of the Effective Time, fully vested (to the extent not already vested) and was converted into the right to receive an amount in cash equal to the product obtained by multiplying (1) the excess,
if any, of the Merger Consideration over the exercise price per share of that option by (2) the total number of shares of Common Stock subject to that option, less applicable withholding taxes, excepting any options that had an exercise price equal
to or greater than the Merger Consideration, which were cancelled without consideration. Each award of restricted stock units or deferred stock units that corresponded to shares of Common Stock that was outstanding immediately prior to the Effective
Time, whether vested or unvested, became, as of the Effective Time, fully vested and was converted into the right to receive an amount in cash equal to the product obtained by multiplying (1) the total number of shares of Common Stock subject to
that restricted stock unit or deferred stock unit award by (2) the Merger Consideration, less applicable tax withholdings. With respect to any restricted stock unit award that was subject to performance-based vesting conditions, the total number of
shares of Common Stock underlying such restricted stock unit award was determined based on the greater of target performance and actual performance through the date on which the Effective Time occurred (extrapolating such performance through the end
of the full performance period) and, in the case of awards granted prior to 2016, prorated based on the number of days in the performance period through and including the date on which the Effective Time occurred.
This description of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was
filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 20, 2016 and is incorporated by reference herein.
