Item 1.02 Termination of a Material Definitive Agreement.
On May 24, 2022, in connection with the transactions contemplated by the Merger
Agreement, Intricon terminated the Loan and Security Agreement among Intricon,
Intricon, Inc., Hearing Help Express, Inc., and CIBC Bank USA (formerly known as
The PrivateBank and Trust Company), dated as of August 13, 2009, as amended, and
all outstanding obligations and security interests thereunder.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 24, 2022, pursuant to the terms of the Merger Agreement and in accordance
with the Pennsylvania Business Corporation Law of 1988, as amended, Merger Sub
merged with and into Intricon (the "Merger") with Intricon continuing as the
surviving corporation and an indirect wholly owned subsidiary of Parent (the
"Surviving Corporation").
In the Merger, each share of common stock of Intricon ("Common Stock") that was
issued and outstanding immediately prior to the effective time of the Merger
(the "Effective Time") (other than Rollover Shares (as defined below) or shares
of Common Stock (a) held in treasury of the Company, (b) owned by any subsidiary
of the Company, or owned by Parent, Merger Sub or any other subsidiary of Parent
or (c) held by a holder who is entitled to, and who has perfected, appraisal
rights for such shares under Pennsylvania law) was converted automatically into
the right to receive an amount of cash equal to $24.25 (the "Merger
Consideration"), without interest, subject to any required withholding of taxes.
In addition, pursuant to the Merger Agreement, at the Effective Time: (a) each
outstanding and unexercised option to purchase Common Stock ("Stock Option"),
all of which were fully vested, automatically was cancelled and converted into
the right to receive an amount of cash (without any interest thereon, and less
applicable withholding taxes) equal to the product of (i) the total number of
shares of Common Stock then underlying such Stock Option multiplied by (ii) the
excess of the Merger Consideration over the exercise price per share of such
Stock Option to purchase shares of Common Stock that was unexpired, unexercised,
and outstanding as of immediately prior to the Effective Time and (b) each
outstanding and unvested restricted stock unit ("RSU") automatically vested in
full (except that performance-based vesting RSUs vested at the applicable target
level) and was cancelled and automatically converted into the right to receive
an amount of cash (without any interest thereon, and less applicable withholding
taxes) equal to the product of (i) the total number of shares of Common Stock
then underlying such RSU multiplied by (ii) the Merger Consideration.
As permitted by the Merger Agreement, the Company and certain directors and
officers of Intricon, referred to as the "Rollover Shareholders," entered into
agreements with IIN Holdings LLC, a Delaware limited liability company and an
affiliate of Parent ("IIN Holdings"), pursuant to which immediately prior to the
Effective Time, the Rollover Shareholders contributed to IIN Holdings a total of
136,084 shares of Common Stock, referred to as the "Rollover Shares," and, in
exchange for such Rollover Shares, IIN Holdings issued to the Rollover
Shareholders an equivalent number of Class A units of IIN Holdings.
Parent paid, or caused to be paid, an aggregate of approximately $237.5 million
in cash in the Merger, without giving effect to related transaction fees and
expenses, and funded the payments required to complete the Merger with a
combination of the proceeds of equity financing provided by funds affiliated
with Altaris, co-investors and debt financing sources.
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The foregoing descriptions of the Merger and the Merger Agreement do not purport
to be complete and are qualified in their entirety by reference to the full text
of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Intricon's
. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or
Standard; Transfer of Listing.
Following the consummation of the Merger on May 24, 2022, Intricon notified the
Nasdaq Global Market ("Nasdaq") that the Merger had been consummated and
requested that Nasdaq suspend trading of the Intricon shares of Common Stock
effective at the closing of the market and that the listing of the shares of
Common Stock be withdrawn. In addition, Intricon requested that Nasdaq file
with the SEC a notification on Form 25 to report the delisting of the shares of
Common Stock from Nasdaq and to deregister the shares under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Intricon also intends to file with the SEC a certification on Form 15 requesting
the deregistration of the Common Stock under Section 12(g) of the Exchange Act
and the suspension of Intricon'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 the Introductory Note and Items 2.01, 3.01, 5.01
and 5.03 is incorporated herein by reference.
Item 5.01. Change in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01
and 5.03 is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the Merger Agreement, at the Effective Time, each of the following
members of the board of directors of Intricon (the "Board") automatically ceased
to be directors of Intricon: Nicholas A. Giordano, Mark S. Gorder, Raymond O.
Huggenberger, Scott Longval, Kathleen P. Pepski, Heather D. Rider and Philip I.
Smith. The officers of Intricon as of immediately prior to the Effective Time
continued as the officers of the Surviving Corporation until their successors
are duly appointed.
In accordance with the terms of the Merger Agreement, the directors of Merger
Sub immediately prior to the Effective Time, which consisted of George
Aitken-Davies and Jim O'Brien, became the directors of Intricon immediately
after the Effective Time. As previously announced, each of (i) Scott Longval,
the President and Chief Executive Officer of Intricon, who served as a member of
Intricon's Board of Directors immediately prior to the Effective Time, and (ii)
Philip I. Smith, who served as a member and as Chairman of Intricon's Board of
Directors immediately prior to the Effective Time, was each appointed to serve
on the Board of Managers of IIN Holdings at the Effective Time.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, in connection with the consummation of the Merger,
Intricon's articles of incorporation and bylaws were amended and restated in
their entirety to be in the respective forms prescribed by the Merger Agreement.
A copy of each of the Amended and Restated Certificate of Incorporation and the
Amended and Restated Bylaws is attached hereto as Exhibit 3.1 and Exhibit 3.2,
respectively, and is incorporated herein by reference.
The information set forth in Item 2.01 is incorporated herein by reference.
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Item 8.01 Other Events.
On May 24, 2022, Altaris and Intricon issued a joint press release announcing
the completion of the Merger. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger, dated as of February 27, 2022, by and
among the Company, Parent and Merger Sub (incorporated by reference to
Exhibit 2.1 to the Intricon Current Report on Form 8-K filed on March 1,
2022).
3.1 Amended and Restated Certificate of Incorporation of Intricon
Corporation, dated as of May 24, 2022.
3.2 Amended and Restated Bylaws of Intricon Corporation.
99.1 Joint Press Release, dated May 24, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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