CHANNELADVISOR CORPORATION Item 1.01 Entry into a Material Definitive Agreement.
On
At the effective time of the Merger (the "Effective Time"), each:
(i) share of common stock, par value $0.001 per share, of the Company
("Shares") issued and outstanding as of immediately prior to the
Effective Time (except for Shares (A) held by the Company (including in
the Company's treasury); (B) held by Parent or Merger Sub or any other
direct or indirect wholly owned subsidiary of Parent; and (C) held by
holders (i) who are entitled to demand appraisal rights under Section 262
of the Delaware General Corporation Law, as amended (the "DGCL"), (ii)
have properly exercised and perfected their respective demands for
appraisal of such Shares in the time and manner provided in Section 262
of the DGCL and (iii) as of the Effective Time, have neither effectively
withdrawn nor lost their rights to such appraisal and payment under the
DGCL) will be canceled and cease to exist and converted into the right to
receive $23.10 in cash, without interest thereon (the "Merger
Consideration"), subject to any withholding of taxes required by
applicable law;
(ii) option to purchase Shares (each, a "Company Option") that is outstanding
and vested as of immediately prior to the Effective Time or that vests in
accordance with its terms upon consummation of the Transactions will be
cancelled and automatically converted into the right to receive an amount
in cash, without interest thereon, equal to the product of (A) the total
number of Shares underlying such Company Option, multiplied by (B) the
excess, if any, of (1) the Merger Consideration over (2) the per share
exercise price for such Vested Options, less applicable tax withholdings;
(iii) Company Option that is outstanding and unvested as of immediately prior
to the Effective Time (each, an "Unvested Option") shall be cancelled
and replaced with a right to receive an amount in cash, without interest
thereon, equal to the product of (A) the total number of Shares
underlying such Company Option multiplied by (B) the excess, if any, of
(1) the Merger Consideration over (2) the per share exercise price for
such Company Option, less applicable tax withholdings (the "Cash
Replacement Option Amounts"), which Cash Replacement Option Amounts
will, subject to the holder's continued service with Parent or its
affiliates through the applicable vesting dates, vest and be payable at
the same time as the Unvested Company Option for which such Cash
Replacement Option Amounts were exchanged would have vested pursuant to
its terms;
(iv) restricted stock unit award (each, a "Company RSU") that is outstanding
and vested as of immediately prior to the Effective Time or that vests in
accordance with its terms upon consummation of the Transactions (the
"Vested RSUs") will be cancelled and converted into and will become the
right to receive (without interest) an amount in cash equal to (A) the
total number of Shares underlying such Vested RSU, multiplied by (B) the
Merger Consideration, less applicable tax withholdings;
(v) Company RSU that is not a Vested RSU (each, an "Unvested RSU") will be
replaced with a right to receive an amount in cash, without interest
thereon, equal to (A) the total number of Shares underlying such Unvested
RSU, multiplied by (B) the Merger Consideration (the "Cash Replacement
RSU Amounts"), less applicable tax withholdings, which Cash Replacement
RSU Amounts shall, subject to the holder's continued service with Parent
or its affiliates through the applicable vesting dates, vest and be
payable at the same time as the Unvested RSUs for which such Cash
Replacement RSU Amounts were exchanged would have vested and been payable
pursuant to their terms; and
(vi) performance-based stock unit award (each, a "Company PSU") that is
outstanding and vested as of immediately prior to the Effective Time or
that vests in accordance with the terms upon the consummation of the
Transactions (the "Vested PSUs") will be cancelled and converted into and
will become the right to receive (without interest) an amount in cash
equal to (A) the total number of Shares underlying such Vested PSU,
multiplied by (B) the Merger Consideration, less applicable tax
withholdings;
(vii) Company PSU that is not a Vested PSU (each, an "Unvested PSU") will be
replaced with a right to receive an amount in cash, without interest
thereon, equal to (A) the total number of Shares underlying such
Unvested PSU (as determined in accordance with the last sentence of
Section 1.8(c)(ii) of the Merger Agreement), multiplied by (B) the
Merger Consideration (the "Cash Replacement PSU Amounts"), less
applicable tax withholdings, which Cash Replacement PSU Amounts shall,
subject only to the holder's continued service with Parent or its
affiliates through the applicable vesting dates, vest and be payable at
the same time as the Unvested PSUs for which such Cash Replacement PSU
Amounts were exchanged would have vested and been payable pursuant to
their terms.
--------------------------------------------------------------------------------
Concurrently with the execution of the Merger Agreement, Parent has obtained
equity and debt financing commitments for the transactions contemplated by the
Merger Agreement.
Consummation of the Merger is subject to certain conditions, including, but not limited to, the: (i) Company's receipt of the approval of the Company's stockholders representing a majority of the outstanding Shares (the "Company Required Vote"); (ii) expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; and (iii) absence of any legal requirement, order or injunction enjoining or otherwise prohibiting the consummation of the Merger.
The Company has made customary representations and warranties in the Merger Agreement and has agreed to customary covenants regarding the operation of the business of the Company and its subsidiaries prior to the Effective Time. The Merger Agreement also includes covenants requiring the Company not to (i) solicit, initiate, or knowingly facilitate, or knowingly encourage (including by way of furnishing non-public information) any acquisition proposal or any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an acquisition proposal, or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish or afford access to any other person any non-public information relating to the Company, among other prohibitions and subject to a customary "fiduciary out" provision that allows the Company, under certain specified circumstances, to provide information to, and participate in discussions and engage in negotiations with, third parties with respect to an acquisition proposal if the Company's board of directors (the "Company Board") determines in good faith (after consultation with its financial advisors and outside legal counsel) that such acquisition proposal either (x) constitutes a superior offer or (y) could reasonably be expected to lead to . . .
Item 8.01 Other Events.
On
Additional Information and Where to Find It
This filing is being made in respect of the proposed Merger involving the
Company and Parent. In connection with the Merger, the Company will be filing
documents with the
Participants in the Solicitation
This communication does not constitute a solicitation of proxy, an offer to
purchase, or a solicitation of an offer to sell any securities.
Forward-Looking Statements
This communication contains forward-looking statements which include, but are
not limited to, all statements that do not relate solely to historical or
current facts, such as statements regarding the Company's expectations,
intentions or strategies regarding the future, or the completion or effects of
the Merger. In some cases, these statements include words like: "may," "might,"
"will," "could," "would," "should," "expect," "intend," "plan," "objective,"
"anticipate," "believe," "estimate," "predict," "project," "potential,"
"continue" and "ongoing," or the negative of these terms, or other comparable
terminology intended to identify statements about the future. These
forward-looking statements are subject to the safe harbor provisions under the
Private Securities Litigation Reform Act of 1995.
The forward-looking statements included in this communication are made only as
of the date hereof.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 2.1 Agreement and Plan of Merger, dated as ofSeptember 4, 2022 , by and amongCommerceHub, Inc. , aDelaware corporation, andCH Merger Sub, Inc. , aDelaware corporation and wholly owned subsidiary ofCommerceHub, Inc. , andChannelAdvisor Corporation , aDelaware corporation.** 99.1 ChannelAdvisor Corporation Joint Press Release, dated as ofSeptember 6, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).*
* Submitted electronically with this Report in accordance with the provisions
of Regulation S-T.
** Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but
a copy will be furnished supplementally to the Securities and Exchange
Commission upon request.
--------------------------------------------------------------------------------
© Edgar Online, source
