Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 9, 2018, Atos S.E., a société européenne (European company) organized under the laws of France
(
Parent
), completed its previously announced acquisition of the Company pursuant to the Agreement and Plan of Merger (the
Merger Agreement
), dated as of July 20, 2018, by and among the Company, Parent and
Green Merger Sub Inc., a Michigan corporation and an indirect wholly-owned subsidiary of Parent (
Merger Sub
). Pursuant to the Merger Agreement, Parent acquired the Company on October 9, 2018 by means of a merger of Merger Sub
with and into the Company (the
Merger
), with the Company continuing as the surviving company in the Merger and as an indirect wholly-owned subsidiary of Parent.
As a result of the Merger, each share of common stock, no par value per share, of the Company (
Company Common Stock
) issued
and outstanding immediately prior to the effective time of the Merger (the
Effective Time
) (other than shares of Company Common Stock owned by the Company, Merger Sub, Parent, or any of their respective direct or indirect
wholly-owned subsidiaries, in each case not held on behalf of third parties) was converted into the right to receive $41.00 per share in cash, without interest (the
Merger Consideration
) and subject to any required withholding of
taxes.
Upon consummation of the Merger, each restricted stock unit of the Company (
Company RSU
) that was granted on or
prior to July 20, 2018 and outstanding as of the Effective Time vested in full and, by virtue of the Merger and without any action on the part of the holder thereof, was cancelled as of the Effective Time and entitled the holder thereof to
receive an amount in cash, without interest, equal to the amount of any accumulated and unpaid dividends plus the product obtained by multiplying (i) the number of shares of Company Common Stock subject to such Company RSU immediately prior to
the Effective Time by (ii) the Merger Consideration, subject to any required withholding of taxes.
Each Company RSU granted after
July 20, 2018 and outstanding as of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, was converted into a restricted stock unit denominated in shares of Parent common stock (a
New
RSU
) equal to the product (rounded to the nearest whole number) of (i) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (ii) the quotient obtained by
dividing (A) the average closing price per share of Company Common Stock on NASDAQ during the twenty (20) consecutive trading days ending on July 20, 2018 by (B) the average closing price per share of Parent common stock on the
Euronext Paris market during the twenty (20) consecutive trading days ending on July 20, 2018, and such New RSU will continue to vest in accordance with the original vesting schedule of such Company RSU, and with the terms and conditions
of such award.
The aggregate value of the consideration paid to former holders of Company Common Stock and Company equity awards
described above in connection with the Merger was approximately $3.431 billion.
The foregoing description of the effects of the
Merger Agreement and the Merger, and the transactions contemplated thereby, is not complete and is subject to and entirely qualified by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Companys Current
Report on Form
8-K
filed with the SEC on July 23, 2018, and is incorporated herein by reference.