INTEGRAMED AMERICA INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits
Edgar Online, Inc. |
Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement and Voting Agreement
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Pursuant to the terms of the Merger Agreement, and subject to the conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the merger (the "Merger"). At the effective time of the Merger, each share of common stock, par value
The Company has made customary representations and warranties to the Acquiring Parties in the Merger Agreement. In the Merger Agreement, the Company has also made customary covenants, including, among other things, covenants regarding: (i) the conduct of the business of the Company and its subsidiaries prior to the consummation of the Merger; (ii) the use of the Company's reasonable best efforts to cause the Merger to be consummated, including the abstention from soliciting, providing information or entering into discussions concerning alternative acquisition proposals relating to the Company, except in limited circumstances relating to unsolicited proposals that constitute or are reasonably expected to lead to a Superior Proposal (as defined in the Merger Agreement); and (iii) the calling and holding of a meeting of the holders of the Common Shares for the purpose of adopting the Merger Agreement.
Parent has obtained debt and equity financing commitments for the transactions contemplated by the Merger Agreement, the aggregate proceeds of which will be sufficient for Parent to pay the aggregate Per Share Merger Consideration, the aggregate Option Consideration, the aggregate Restricted Stock Consideration and all related fees and expenses required to be paid by Parent, Merger Sub and the Company in connection with the Merger.
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Consummation of the Merger is not subject to a financing condition, but is subject to customary closing conditions, including (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding Common Shares entitled to vote on the adoption of the Merger Agreement at a stockholders' meeting duly called and held for that purpose, (ii) the expiration or early termination of the waiting period (and any extensions thereof) applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iii) the absence of any law, injunction, judgment or ruling that has the effect of making the Merger illegal or otherwise prohibiting the consummation of the Merger. In addition, the obligations of the Company and the Acquiring Parties to consummate the Merger are subject to certain other closing conditions, including (a) the accuracy of the representations and warranties (subject to certain materiality qualifiers) of the other party or parties, as the case may be, and (b) compliance by the other party or parties, as the case may be, in all material respects with its or their obligations required to be performed by it or them under the Merger Agreement on or prior to the closing date of the Merger. Also, the obligation of the Acquiring Parties to consummate the Merger is subject to (1) the non-occurrence of any Company Material Adverse Effect (as defined in the Merger Agreement) from the date of the Merger Agreement to the effective time of the Merger and (2) if the consummation of the Merger has not occurred prior to
The Merger Agreement contains termination rights for both the Company and Parent, including a termination right of the Company in certain situations in order to accept a Superior Proposal. The Merger Agreement provides that, upon termination under specified circumstances, including in the event the Company chooses to exercise its termination right in order to accept a Superior Proposal, the Company will be required to pay Parent a termination fee in an amount equal to
The representations, warranties, covenants and agreements of the Company contained in the Merger Agreement have been made solely for the benefit of the Acquiring Parties. In addition, such representations, warranties, covenants and . . .
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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"Payments"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or
The foregoing description of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.2 hereto, and which is incorporated herein by reference.
Item 8.01. Other Events.
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Important Legal Information
In connection with the Merger, the Company plans to file with the
The Company and its directors, executive officers and other members of its management may be deemed to be soliciting proxies from the Company's stockholders in favor of the Merger. Investors and stockholders may obtain more detailed information regarding the direct and indirect interests, by security holdings or otherwise, in the Merger of persons who may, under the rules of the
Forward-Looking Statements
Any statements in this Current Report on Form 8-K about future expectations, plans or prospects for the Company, or about the Company's future expectations, beliefs, goals, plans or prospects, constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to: the risks surrounding the parties' ability to consummate the Merger, including the
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receipt of stockholder approval or the regulatory approval required for the Merger; the parties' ability to meet expectations regarding the timing and completion of the Merger; and such other factors described in the Company's Annual Report on Form 10-K for the fiscal year ended
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJune 10, 2012 , by and amongIntegraMed America, Inc. ,SCP-325 Holding Corp. andSCP-325 Merger Sub, Inc. 10.1 Amendment No. 10 to Management Agreement, dated as ofJune 10, 2012 , by and betweenIntegraMed America, Inc. andShady Grove Fertility Reproductive Science Center, P.C. 10.2 Amendment to Employment Agreement, dated as ofJune 10, 2012 , betweenIntegraMed America, Inc. andJay Higham 99.1 Voting Agreement, dated as ofJune 10, 2012 , by and amongIAT Reinsurance Company Ltd. ,Wilshire Insurance Company ,Peter R. Kellogg and SCP-325 Holding Corp. 99.2 Press Release ofIntegraMed America, Inc. , dated as ofJune 11, 2012 5
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