Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the terms and subject to the conditions set forth in the Merger
Agreement, Purchaser will commence a cash tender offer (the "Offer") to purchase
all of the outstanding shares of the Company's common stock, par value
Purchaser has agreed to commence the Offer as promptly as reasonably practicable
but no later than
The Merger Agreement contemplates that the Merger will be effected pursuant to Section 251(h) of the DGCL, which permits completion of the Merger upon the collective ownership by Murata, Purchaser and any other subsidiary of Murata of one share more than 50% of the number of Shares that are then issued and outstanding, and if the Merger is so effected pursuant to Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger.
The board of directors of the Company has unanimously: (i) determined that the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are fair to, and in the best interests of, the Company and its stockholders; (ii) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger; (iii) resolved that the Merger shall be effected as soon as practicable following the completion of the Offer without a vote of the Company's stockholders pursuant to Section 251(h) of the DGCL; and (iv) subject to the terms of the Merger Agreement, resolved and agreed to recommend that holders of Shares accept the Offer and tender their Shares pursuant to the Offer.
The Company, Murata and Purchaser have made customary representations and warranties in the Merger Agreement and agreed to certain customary covenants, including covenants regarding the operation of the Company's business prior to the closing of the Merger.
The Company has agreed not to solicit, initiate or knowingly facilitate, or engage in discussions concerning, alternative proposals for the acquisition of the Company. However, subject to the satisfaction of certain conditions, the Company and its board of directors (the "Board"), as applicable, are permitted to take certain actions which may, as more fully described in the Merger Agreement, include terminating the Merger Agreement, or changing the Board's recommendation, following receipt of an unsolicited proposal, if the Board concludes in good faith after consultation with its advisors that failure to do so would be inconsistent with its fiduciary duties.
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The Merger Agreement contains certain termination rights for each of the Company
and Murata and further provides that upon termination of the Merger Agreement
under specified circumstances the Company may be required to pay Murata a
termination fee of
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Murata or Purchaser. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by the parties thereto in connection with the signing of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the Company, Murata and Purchaser, rather than establishing matters of fact. Any inaccuracies in such representations and warranties are subject to waiver by the parties in accordance with the Merger Agreement without notice or liability to any other person. Any information concerning the subject matter of such representations and warranties may have changed, and may continue to change, since the date of the Merger Agreement, and such subsequent information may or may not be fully reflected in the Company's public reports. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about the Company, Murata or Purchaser. The Company's stockholders are not third-party beneficiaries of the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, Purchaser or any of their respective subsidiaries or affiliates.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofFebruary 14, 2022 , by and amongResonant Inc. ,Murata Electronics North America, Inc. andPJ Cosmos Acquisition Company, Inc. * 99.1 Press Release, datedFebruary 14, 2022 . 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* The Company will furnish supplementally a copy of any omitted schedule or
exhibit to the
request confidential treatment pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.
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Important Information and Where To Find It
The tender offer described herein (the "Offer") has not yet commenced. No
statement in this document is an offer to purchase or a solicitation of an offer
to sell any shares of the common stock of Resonant or any other securities. At
the time the Offer is commenced, Murata and Purchaser will file a tender offer
statement on Schedule TO with the
Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this
report, other than purely historical information, including estimates,
projections and statements relating to the Company's business plans, objectives
and expected operating results, and the assumptions upon which those statements
are based, are "forward-looking statements." These forward-looking statements
generally include statements that are predictive in nature and depend upon or
refer to future events or conditions, and include words such as "believes,"
"plans," "anticipates," "projects," "estimates," "expects," "intends,"
"strategy," "future," "opportunity," "may," "will," "should," "could,"
"potential," or similar expressions. Such forward-looking statements include the
ability of the Company, Murata and Purchaser to complete the transactions
contemplated by the Merger Agreement, including the parties' ability to satisfy
the conditions to the consummation of the Offer and the other conditions set
forth in the Merger Agreement and the possibility of any termination of the
Merger Agreement. The forward-looking statements contained in this report are
based on current expectations and assumptions that are subject to risks and
uncertainties which may cause actual results to differ materially from the
forward-looking statements. Actual results may differ materially from current
expectations because of risks associated with uncertainties as to the timing of
the Offer and the subsequent Merger; uncertainties as to how many of the
Company's stockholders will tender their Shares in the Offer; the risk that
competing offers or acquisition proposals will be made; the possibility that
various conditions to the consummation of the Offer or the Merger may not be
satisfied or waived, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the Offer or the Merger; the
effects of disruption from the transactions contemplated by the Merger Agreement
on the Company's business and the fact that the announcement and pendency of the
transactions may make it more difficult to establish or maintain relationships
with employees, suppliers and other business partners; the risk that stockholder
litigation in connection with the Offer or the Merger may result in significant
costs of defense, indemnification and liability; other uncertainties pertaining
to the business of the Company, including those set forth in the Company's
filings with the
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