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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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As previously disclosed,
on August 8, 2017, the Company entered into an Agreement and Plan of Merger (the “
Merger Agreement
”) with
Wabash National Corporation, a Delaware corporation (“
Wabash National
”) and Redhawk Acquisition Corporation,
a Delaware corporation and direct wholly owned subsidiary of Wabash National (“
Purchaser
”).
Pursuant to the Merger
Agreement, on August 22, 2017, Purchaser commenced a tender offer to purchase all outstanding shares of the Company’s
(i) Class A common stock, par value $0.10 per share (the “Class A Shares”), and (ii) Class B common stock,
par value $0.10 per share (the “Class B Shares” and, collectively with the Class A Shares, the “Shares”),
at a price of $21.00 per Share, net to the seller in cash, without interest and subject to applicable tax withholding, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated August 22, 2017, and in the related Letter of
Transmittal (which, together with all amendments and supplements thereto, collectively constitute the “
Offer
”).
On
September 27, 2017, Wabash National announced that the offering period of the Offer had expired at 12:01 a.m.,
New York City time, on September 27, 2017 and that as of such time, based on the information provided by the depositary
for the Offer, 15,731,345 Shares were validly tendered and not withdrawn prior to the expiration of the offering period
(including 135,997 shares of Class A Common Stock tendered pursuant to notices of guaranteed delivery), representing
approximately 91.67% of the outstanding Shares as of such time, which Shares were sufficient to have met the minimum
condition of the Offer and to enable the Merger (as defined below) to occur under Delaware law without a vote of
the Company’s stockholders. On September 27, 2017, Purchaser accepted for payment, and has paid or expects to
promptly pay for, all Shares validly tendered and not properly withdrawn during the offering period (the “
Offer
Acceptance Time
”).
On September 27,
2017 pursuant to the terms of the Merger Agreement and following the completion of the offering period, Purchaser merged with and
into the Company (the “
Merger
”) upon the filing on such date of a certificate of merger with the Secretary of
State of the State of Delaware (the “
Effective Time
”), with the Company continuing as the surviving corporation
and a direct wholly owned subsidiary of Wabash National. In the Merger, Shares not tendered and accepted for payment in the Offer
(other than Shares held by Wabash National, the Company, Purchaser or any of their respective wholly owned subsidiaries or stockholders
of Company who have perfected their statutory rights of appraisal under Delaware law) were converted into the right to receive
the same $21.00 per Share, net to the holder in cash, without interest and subject to applicable tax withholding, paid in the Offer
(the “
Merger Consideration
”).
The total
consideration to be paid for the Shares in the Offer and the Merger is expected to be approximately $360.4 million, of which
approximately $330.4 million has been or will be promptly paid by Purchaser in accordance with the terms of the Offer for
Shares that were validly tendered and not properly withdrawn in the offering period. These amounts exclude fees and expenses
related to the Offer and the Merger. Wabash National provided Purchaser with sufficient funds to purchase all Shares accepted
for payment in the offering period of the Offer and all shares purchased in the Merger.
The foregoing description
of the Merger Agreement and the related transactions 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 as Exhibit 2.1 to the Current Report on Form 8-K filed by the
Company with the Securities Exchange Commission (the “
SEC
”) on August 9, 2017, and is incorporated herein by
reference.