Item 2.01. Completion of Acquisition or Disposition of Assets.
At a special meeting of shareholders held on November 8, 2012 (the “Special Meeting”), the shareholders of Mediware Information Systems, Inc., a New York corporation (the “Company”), approved the Agreement and Plan of Merger (the “Merger Agreement”) dated as of September 11, 2012 by and among the Company, Project Ruby Parent Corp., a Delaware corporation (“Parent”) and Project Ruby Merger Corp., a New York corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and the merger contemplated thereby (the “Merger”).
On November 9, 2012, the Registrant filed a certificate of merger with the Secretary of State of the State of New York and completed the Merger, pursuant to which Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Parent and Merger Subsidiary are controlled affiliates of Thoma Bravo, LLC.
Pursuant to the Merger, each share of issued and outstanding Company common stock, par value $0.10 per share (“Common Stock”), outstanding at the effective time of the Merger (other than shares held by (i) Parent, Merger Subsidiary, or any subsidiary of Parent or Merger Subsidiary or held in treasury of the Company or owned by any subsidiary of the Company or (ii) persons who properly exercise appraisal rights under New York law) was automatically converted into the right to receive $22.00 in cash, without any interest and less applicable withholding taxes (the “Merger Consideration”). All such shares of Common Stock converted into the right to receive the Merger Consideration were automatically cancelled and have ceased to exist, and such holders of Common Stock have ceased to have any rights as a shareholder, except the right to receive the Merger Consideration.
Additionally, at the effective time of the Merger, each outstanding option to purchase Common Stock, whether or not then exercisable or vested, was cancelled and converted into the right to receive the excess, if any, of $22.00 over the exercise price of such option, less applicable taxes required to be withheld. Each outstanding option that had an exercise price equal to or greater than $22.00, whether or not then exercisable or vested, was cancelled without the right to receive any cash payment or other consideration. Restrictions on shares of restricted stock were caused to lapse immediately prior to the Merger, and the shares were subject to the same terms and conditions of the Merger Agreement that are applicable to all other shares of Common Stock. However, if there are any terms or conditions more favorable to a holder of restricted stock under any employment or related agreement, those terms or conditions will remain in full force and effect.
The total amount of funds necessary to pay the consideration under the Merger Agreement was approximately $195.0 million. Parent utilized funds from equity contributions made by investment funds affiliated with Thoma Bravo, LLC, proceeds from debt financing provided by TPG Specialty Lending, Inc. and Wells Fargo Bank, N.A. and available cash of the Company to pay the consideration.
The foregoing is intended only to be a summary of the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit 2.1 the Company’s Current Report on 8-K, filed on September 12, 2012 and which is incorporated by reference herein.