Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 14, 2021 pursuant to the terms of the previously disclosed Agreement
and Plan of Merger, dated November 1, 2019 (the "Merger Agreement"), by and
among Fitbit, Inc., a Delaware corporation (the "Company"), Google LLC, a
Delaware limited liability company ("Parent"), and Magnoliophyta Inc., a
Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"),
Merger Sub merged with and into the Company (the "Merger"). At the effective
time of the Merger (the "Effective Time"), the Company became a wholly owned
subsidiary of Parent (the "Surviving Corporation").
Pursuant to the terms and subject to the conditions of the Merger Agreement, at
the Effective Time, each outstanding share of the Company's Class A common
stock, par value $0.0001 per share ("Class A Common Stock") and Class B common
stock, par value $0.0001 per share ("Class B Common Stock," and each share of
Class A Common Stock and Class B Common Stock, a "Share") was automatically
canceled, and each Share (other than shares held by Parent, Merger Sub, the
Company (including treasury shares) or any of their respective wholly owned
subsidiaries (such Shares, "Excluded Shares")) was automatically converted into
the right to receive $7.35 in cash, without interest (the "Merger
Consideration"). All Shares underlying vested stock options and vested
stock-based awards were converted into the right to receive the Merger
Consideration (or, in the case of stock options, the difference between the
Merger Consideration and the applicable per share exercise price), less any
applicable tax withholdings. Unvested stock options and stock-based awards were
generally converted into cash-based awards with an equivalent value based on the
Merger Consideration, with such unvested stock options and share-based awards
continuing to vest on their existing vesting schedules.
The aggregate consideration paid by Parent in the Merger to the Company's
stockholders was approximately $2.1 billion. The source of the funds for the
consideration paid by Parent in the Merger was Parent's existing cash and cash
equivalents on hand.
The description of the Merger set forth above does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement, a copy of
which was filed by the Company as Exhibit 2.1 to the Company's Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on
November 1, 2019, which is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in Item 2.01 above is incorporated herein by
reference.
In connection with the closing of the Merger, on January 14, 2021 the Company
(i) notified The New York Stock Exchange (the "NYSE") that the Merger had been
consummated and (ii) requested that the NYSE (x) suspend trading of the shares
of Class A Common Stock prior to market open on January 14, 2021 and (y) file
with the SEC a Form 25 Notification of Removal from Listing and/or Registration
to delist and deregister the Shares under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to
file a certification on Form 15 with the SEC requesting the deregistration of
its Class A Common Stock and the suspension of the Company's reporting
obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 2.01 and Item 3.01 above and Item 5.01 and
Item 5.03 below is incorporated herein by reference.
Item 5.01. Changes in Control of Company.
The information set forth in Item 2.01 and Item 3.01 above and Item 5.02 below
is incorporated herein by reference.
As a result of the consummation of the Merger, a change in control of the
Company occurred. Following the consummation of the Merger, the Company became a
wholly owned subsidiary of Parent.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in Item 2.01 above is incorporated herein by
reference.
Pursuant to the terms of the Merger Agreement, as of the Effective Time, each of
James Park, Eric N. Friedman, Laura Alber, Matthew Bromberg, Glenda Flanagan,
Bradley M. Fluegel and Steven Murray resigned from the Company's board of
directors and each committee thereof. These resignations were not a result of
any disagreement between the Company and the directors on any matter relating to
the Company's operations, policies or practices.
Also as of the Effective Time and pursuant to the terms of the Merger Agreement,
(i) the sole director of Merger Sub immediately prior to the Effective Time,
Kenneth Yi, became the sole director of the Company and (ii) the following
individuals, who were officers of Merger Sub immediately prior to the Effective
Time, were appointed to the offices of the Company set forth opposite their
names below:
Kenneth Yi - Chief Executive Officer, President and Secretary
Robert Andreatta - Chief Financial Officer and Treasurer
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in Item 2.01 above is incorporated herein by
reference.
At the Effective Time, the Company's certificate of incorporation and bylaws
were amended and restated in their entirety. Copies of the Company's amended and
restated certificate of incorporation and the Company's amended and restated
bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Document
2.1 Agreement and Plan of Merger, dated as of November 1, 2019, by and
among Fitbit, Inc., Google LLC and Magnoliophyta Inc. (incorporated
herein by reference to Exhibit 2.1 to the Current Report on Form 8-K
filed by Fitbit, Inc. with the SEC on November 1, 2019)*
3.1 Amended and Restated Certificate of Incorporation of Fitbit, Inc.
3.2 Amended and Restated Bylaws of Fitbit, Inc.
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the inline XBRL document).
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A
copy of any omitted schedule will be furnished supplementally to the SEC upon
request.
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