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Restricted Stock Unit, subject to applicable tax withholdings and other source deductions, and each such Share was deemed to be subject to the same treatment as other Shares outstanding immediately prior to the Effective Time as described above; and |
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each Restricted Stock Unit held by a Non-Canadian Incentive Holder (as defined in the Arrangement Agreement) and outstanding immediately prior to the Effective Time, whether vested or unvested, was deemed to be surrendered by the holder thereof to Fusion and thereafter cancelled in consideration for (A) a cash payment by or on behalf of Fusion equal to the number of Shares underlying such Restricted Stock Unit multiplied by the Cash Consideration and (B) one CVR in respect of each Share underlying such Restricted Stock Unit, in each case subject to applicable tax withholdings and other source deductions. |
The aggregate consideration payable by Purchaser to acquire the Shares, Warrants, Options, and Restricted Stock Units outstanding immediately prior to the Effective Time (other than Shares held by Purchaser and its affiliates) was approximately US$2.4 billion. There were no Options outstanding immediately prior to the Effective Time with an exercise price per Share greater than or equal to the Cash Consideration.
The foregoing description of the Arrangement Agreement and the Arrangement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Arrangement Agreement, a copy of which is attached as Exhibit 2.1 to Fusion’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on March 19, 2024, the terms of which are incorporated herein by reference.
The information contained in the Introductory Note and in Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Fusion notified the Nasdaq Stock Market (“NASDAQ”) that, as of the Effective Time, each Share issued and outstanding immediately prior to such time would be acquired by Purchaser. On June 4, 2024, in connection with the completion of the Arrangement, Fusion requested NASDAQ promptly file 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 the Shares. Upon effectiveness of such Form 25, Fusion intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting that the Shares be deregistered and that Fusion’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
Item 3.03. Material Modification to Rights of Security Holders.
On June 4, 2024, in connection with the completion of the Arrangement, each Share that was issued and outstanding immediately prior to the Effective Time was transferred to the Purchaser in exchange for the right to receive the Consideration.
The information contained in the Introductory Note and Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant
In connection with the Arrangement, a change of control of Fusion occurred and Fusion became a wholly-owned indirect subsidiary of Parent.
The information contained in the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
