| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
As previously disclosed, pursuant to the Merger Agreement, Purchaser conducted a tender offer to acquire all of the outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), and all of the outstanding shares of Series B Preferred Stock, par value $0.01 per share (the “Preferred Stock” and together with the Common Stock, the “Shares”) of the Company at a price of $1.75 per share of Common Stock and an amount equal to the Redemption Price (as defined in the Certificate of Designations, Preferences and Rights of Series B Preferred Stock of Horizon Global Corporation incorporated herein by reference to Exhibit (d)(3) to Amendment No. 1 to the Schedule TO filed by Parent and Purchaser with the Securities and Exchange Commission (“SEC”) on January 20, 2023) per share of Preferred Stock calculated as of the closing date of the Merger (as defined below), in each case, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated January 9, 2023 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related letter of transmittal (together with any amendments and supplements thereto, the “Letter of Transmittal”), which, together with any other related materials, as each may have been amended or supplemented, collectively constituted the “Offer.”
The Offer expired one minute after 11:59 P.M., Eastern Time, on February 6, 2023 as scheduled and was not extended. According to Computershare, Inc., the depository agent for the Offer, as of the expiration of the tender offer, 100% of the shares of Preferred Stock were validly tendered and not withdrawn, and a total of 25,727,921 shares of the Common Stock were validly tendered and not withdrawn. Such shares of the Common Stock represent approximately 92.77% of the shares of Common Stock issued and outstanding as of the expiration of the Offer, which satisfied the minimum tender condition. Each other condition to the Offer was satisfied or waived, and Purchaser irrevocably accepted for payment all Shares that were validly tendered and not validly withdrawn.
On February 8, 2023, following consummation of the Offer, Purchaser merged with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of the Parent. The Merger was completed pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with no vote of the Company stockholders required to consummate the Merger. At the effective time of the Merger (the “Effective Time”), except for Shares held in trust by the Company, Parent, or Purchaser or any of their respective subsidiaries or any Shares that are otherwise set aside from Shares held in the Company’s treasury pursuant to a Company Plan (as defined in the Merger Agreement), each issued and outstanding (i) Share held in the treasury of the Company, (ii) Share owned by Parent, Purchaser or the Company or any of their respective direct or indirect wholly owned subsidiaries immediately before the Effective Time, and (iii) Dissenting Share (as defined in the Merger Agreement, (i)-(iii) collectively, the “Cancelled Shares”) were cancelled and extinguished, and no payment or other consideration was made with respect to such shares subject, in the case of Dissenting Shares, to the right of the holder thereof to receive any payment under the Merger Agreement.
As a result of the Merger, each option to purchase Shares (each, a “Company Option”) that was outstanding and unexercised as of the Effective Time (whether vested or unvested) was cancelled by virtue of the Merger and without any action on the part of the holder thereof and without any payment to the holder thereof.
The foregoing summaries of the Merger Agreement and the transactions contemplated respectively thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Merger Agreement, attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on December 30, 2022, which is incorporated herein by reference.
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