Current Report Filing (8-k)
21 Noviembre 2017 - 3:42PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2017
VWR CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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001-36673
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26-023871
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Radnor Corporate Center, Building One, Suite 200
100 Matsonford Road
Radnor, Pennsylvania 19087
(Address of principal executive offices, including Zip Code)
(610)
386-1700
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01
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Completion of Acquisition or Disposition of Assets
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On November 21, 2017 (the
Closing
Date
), pursuant to the previously announced Agreement and Plan of Merger (the
Merger Agreement
), dated as of May 4, 2017, by and among VWR Corporation, a Delaware corporation (the
Company
),
Avantor, Inc., a Delaware corporation (
Parent
), and Vail Acquisition Corp, a Delaware corporation and a subsidiary of Parent (
Merger Sub
), Merger Sub merged with and into the Company (the
Merger
), with the Company continuing as the surviving corporation.
Pursuant to the Certificate of Merger filed with the Secretary of
State of the State of Delaware, the Merger was effective on the Closing Date. On the Closing Date, each share of common stock, par value $0.01 per share (the
Common Stock
), of the Company (other than shares of Common Stock subject
to stock options and restricted stock units, owned by the Company, its subsidiaries, Parent or Merger Sub, or that are held by any stockholder who is entitled to demand and has properly demanded appraisal of such Common Stock and has not failed to
perfect, waived, withdrawn or lost the right to appraisal under Delaware law) was cancelled and converted into the right to receive $33.25 in cash (the
Merger Consideration
) without interest.
Each stock option outstanding immediately prior to the Closing Date, whether or not exercisable or vested, was cancelled and converted into the right to
receive (i) an amount in cash determined by multiplying (A) the excess (if any) of the Merger Consideration over the exercise price per share of Common Stock underlying such stock option by (B) the number of shares of Common Stock
subject to such Stock Option immediately prior to the Closing Date. Each restricted stock unit outstanding immediately prior to the Closing Date was converted into a vested right to receive cash in an amount equal to the Merger Consideration. Each
share of Common Stock issued pursuant to the Companys 2014 Equity Incentive Plan that is subject to specified vesting criteria outstanding immediately prior to the Closing Date was deemed fully vested and treated in accordance with the
foregoing.
The Merger reflects an enterprise value of approximately $6.5 billion for the Company.
The foregoing description of the Merger Agreement and related transactions (including, without limitation, the Merger) does not purport to be complete and is
subject, and qualified in its entirety by reference, to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Companys Current Report on Form
8-K
filed with the Securities and
Exchange Commission (the
SEC
) on May 5, 2017 and is incorporated herein by reference.
Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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As
a result of the completion of the Merger, trading in the Common Stock on the NASDAQ Stock Market (
NASDAQ
) was suspended effective as of the Closing Date. On the Closing Date, NASDAQ filed with the SEC a notification of removal
from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
Exchange Act
), on Form 25 to delist and deregister the Common Stock. Additionally, the Company intends to file with
the SEC a certification and notice of termination of registration on Form 15 with respect to the Common Stock, requesting that the Common Stock be deregistered under the Exchange Act and that the Companys reporting obligations with respect to
the Common Stock under Sections 13(a) and 15(d) of the Exchange Act be suspended.
Item 3.03
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Material Modification to Rights of Security Holders
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The information set forth in Item 2.01 and Item
3.01 is incorporated by reference into this Item 3.03.
Item 5.01
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Changes in Control of Registrant.
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Pursuant to the terms of the Merger Agreement, on the Closing Date,
Merger Sub merged with and into the Company with the Company continuing as the surviving corporation.
Each share of Common Stock issued and outstanding
immediately prior to the Closing Date (other than shares of Common Stock subject to stock options and restricted stock units, owned by the Company, its subsidiaries, Parent or Merger Sub, or that are held by any stockholder who is entitled to demand
and has properly demanded appraisal of such Common Stock and has not failed to perfect, waived, withdrawn or lost the right to appraisal under Delaware law) was cancelled and converted into the right to receive $33.25 in cash and without interest.
The foregoing description of the Merger Agreement and related transactions (including, without limitation, the
Merger) does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Companys Current Report on Form
8-K
filed with the SEC on May 5, 2017 and is incorporated herein by reference. The information set forth in Item 2.01 is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
In connection with the consummation of the Merger, each of the Companys directors resigned as a member of the Companys board of
directors, effective as of the Closing Date. These resignations were not a result of any disagreements between the Company and the resigning directors on any matter relating to the Companys operating, policies or practices.
In addition, in connection with the consummation of the Merger, the employment of Manuel Brocke-Benz as President and Chief Executive Officer of the Company,
was terminated effective as of the Closing Date.
Item 5.03
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Amendments to Certificate of Incorporation or Bylaws; Changes in Fiscal Year.
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Pursuant to the terms of
the Merger Agreement, on the Closing Date, the certificate of incorporation of the Company was amended and restated in its entirety. A copy of the Amended and Restated Certificate of Incorporation of the Company is attached hereto as Exhibit 3.1 and
is incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, at the Closing Date, the bylaws of Merger Sub immediately prior to
the Closing Date became the bylaws of the Company. A copy of the Bylaws of the Company is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure.
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On the Closing Date, the Company issued a press release announcing that
Parent has completed its previously announced acquisition of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Exchange Act,
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
On November 21, 2017, in connection with the Merger VWR Funding, Inc. repaid in full
all of the indebtedness (other than certain letters of credit that will be backstopped by new letters of credit issued in connection with the Merger) outstanding under and thereby terminated its Credit Agreement, dated as of September 28, 2015,
by and among VWR Funding, Inc., any of its foreign subsidiaries joined as borrowers thereto, the lenders party thereto from time to time and Citibank, N.A., as administrative agent and collateral agent thereunder.
Effective as of November 22, 2017 (the
Redemption Date
), VWR Funding, Inc., a wholly owned subsidiary of the Company (the
Issuer
), redeemed all of the outstanding 503.8 million principal amount of its 4.625% Senior Notes due 2022 (the
Notes
) at a redemption price equal to 100% of the principal amount thereof, plus the
Applicable Premium (as defined in the indenture, dated as of March 25, 2015 (as supplemented, modified or otherwise amended as of the date hereof the
Indenture
), among the Issuer, Delaware Trust Company, as trustee (successor
in interest to Law Debenture Trust Company of New York), Deutsche Bank AG, London Branch, as paying agent (the
Paying Agent
), and Deutsche Bank Luxembourg S.A., as registrar and transfer agent) as of, and accrued and unpaid
interest, if any, to, the Redemption Date (the
Redemption
). The Issuer previously notified the holders of the Notes on October 11, 2017 that it had elected to redeem the Notes, and subsequently notified the holders of the
Notes on November 20, 2017 that the Redemption would occur on the Redemption Date. The Issuer has irrevocably deposited with the Paying Agent sufficient funds to fund the redemption of the Notes. As a result, the Issuer has been released from
its obligations under the Notes and the Indenture pursuant to the satisfaction and discharge provisions thereunder, effective as of the Redemption Date.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
The following exhibits are filed as part of this Current Report on Form
8-K.
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Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K,
and the Company agrees to furnish supplementally to the Commission a copy of any
omitted exhibits and schedules upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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VWR Corporation
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Date: November 21, 2017
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/s/ George Van Kula
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Name: George Van Kula
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Title: Senior Vice President, Human Resources,
General Counsel and Secretary
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VWR CORP (NASDAQ:VWR)
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