Item 2.01 Completion of Acquisition or Disposition of Assets.
The Offer and withdrawal rights expired as scheduled at 12:00 midnight, Eastern
Time, at the end of the day on
On
At the effective time of, and as a result of, the Merger (the "Effective Time")
and pursuant to the terms and subject to the conditions of the Merger Agreement,
each Share issued and outstanding immediately prior to the Effective Time was
converted into the right to receive the Offer Price, in cash, without interest
thereon and subject to any required tax withholding, other than (1) Shares held
by
In addition, at the Effective Time and as a result of the Merger and without any
action on the part of the holders thereof, pursuant to the terms and subject to
the conditions of the Merger Agreement, the unvested portion of each (1) option
to purchase shares of common stock ("Stock Options"); (2) share of restricted
stock of the Company ("Restricted Stock"); (3) award of restricted stock units
of the Company ("RSUs"); and (4) award of performance share units of the Company
("PSUs," and together with the Stock Options, Restricted Stock, and RSUs, the
"Compensatory Awards") that was outstanding immediately prior to the Effective
Time and held by a person who was an employee of the Company or any of its
subsidiaries immediately prior to the Effective Time was assumed by Oracle and
converted automatically at the Effective Time into a corresponding option, share
of restricted stock, restricted stock unit, or performance share unit, as the
case may be, denominated in shares of Oracle's common stock. The number of
shares of Oracle's common stock subject to these awards and the per share
exercise price or purchase price was adjusted based on an exchange ratio
determined by dividing the Merger Consideration by the average closing price of
Oracle's common stock on the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the closing of the Merger,
Item 3.03 Material Modification to Rights of Security Holders.
The information disclosed under Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
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Item 5.01 Changes in Control of Registrant.
As a result of Merger Subsidiary's acceptance for payment on
The information disclosed under Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors and Officers
In connection with the Merger, at the Effective Time, each of the Company's
directors immediately prior to the Effective Time ceased to be directors of the
Company. Following the Merger and pursuant to the terms of the Merger Agreement,
at the Effective Time,
Following the Merger and pursuant to the terms of the Merger Agreement, at the
Effective Time of the Merger on
Employee Stock Purchase Plan
In accordance with the terms of the Merger Agreement,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company were amended and restated to read in their entirety as the certificate of incorporation in the form prescribed by the Merger Agreement and bylaws of Merger Subsidiary in effect immediately prior to the Effective Time. The amended and restated certificate of incorporation and amended and restated bylaws of the surviving corporation are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits.
d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofDecember 20, 2021 , by and amongCerner Corporation ,Oracle Acquisition LLC ,Cedar Acquisition Corporation and Oracle Corporation (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with theSEC onDecember 22, 2021 ) 3.1 Amended and Restated Certificate of Incorporation ofCerner Corporation 3.2 Amended and Restated Bylaws ofCerner Corporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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