Item 2.01. Completion of Acquisition or Disposition of Assets.
At one minute after 11:59 p.m, New York City time, on August 27, 2020, the Offer expired (the “Expiration Time”). The American Stock Transfer and Trust Company, LLC, in its capacity as depositary and paying agent for the Offer (the “Depositary”),
has advised Merger Sub that, as of the Expiration Time, a total of approximately 14,899,635 Shares, representing approximately 78.81% of the Company’s Shares currently outstanding as of the Expiration Time were validly tendered and not withdrawn in
the Offer.
As of the Expiration Time, the number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition, and all other conditions to the Offer were satisfied or waived. Immediately after the
Expiration Time, Merger Sub irrevocably accepted for payment, and will promptly pay for, all Shares validly tendered and not properly withdrawn prior to the Expiration Time.
On August 28, 2020 (the “Closing Date”), pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). The Merger was
effected without a vote of the Company stockholders in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”).
At the effective time of the Merger (the “Effective Time”), each Share that is issued and outstanding (other than Shares held by the Company as treasury stock and Company stockholders who have (i) neither voted in favor of the adoption of
the Merger Agreement nor consented thereto in writing and (ii) properly and validly exercised and perfected their respective statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the DGCL) was canceled and
converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), without interest thereon, subject to any required withholding of taxes.
Each option to purchase Shares (the “Company Options”) outstanding immediately prior to the Effective Time, whether or not vested, was canceled at the Effective Time and converted into the right to receive an amount in cash, without
interest, equal to the product obtained by multiplying (i) the Merger Consideration (less the exercise price per share attributable to such Company Option) by (ii) the total number of Shares issuable upon exercise in full of such Company Option
(the “Option Consideration”). The payment of the Option Consideration was subject to withholding for all required taxes. Each Share subject to any performance-vest, time-vest or other condition(s) that constitutes a “substantial risk of
forfeiture” within the meaning of Section 83 of the Internal Revenue Code of 1986, as amended (a “Company Restricted Stock”), outstanding immediately prior to the Effective Time became immediately vested and was canceled at the Effective
Time and converted into the right of the holder to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the amount of the Merger Consideration by (ii) the total number of shares of Company Restricted Stock.
The aggregate consideration paid in the Offer and the Merger was approximately $218,852,022 million, excluding related transaction fees and expenses. The funds used
by Parent to consummate the Merger and complete the related transactions came from a combination of cash on hand and debt financing.
The foregoing summary description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the terms of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to
the Current Report on Form 8-K filed by the Company with the SEC on July 20, 2020 and is incorporated herein by reference.