Item 2.01. Completion of Acquisition or Disposition of Assets.
As described above, on the Closing Date, Air Liquide completed its previously announced acquisition of the Company. As a result of the
Merger, the Company became an indirect wholly owned subsidiary of Air Liquide. At the Effective Time, by virtue of the Merger and without any action on the part of Air Liquide, the Company, Merger Sub, the holder of any shares of common stock, par
value $0.01 per share, of the Company (“
Company Common Stock
”) or the holder of any shares of common stock of Merger Sub, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than
shares held by the Company in treasury or by any of its subsidiaries and shares held by Air Liquide or any of its subsidiaries (including Merger Sub) immediately prior to the Effective Time and any Dissenting Shares (as defined in the Merger
Agreement)) was automatically converted into the right to receive $143.00 in cash (the “
Merger Consideration
”).
As of
the Effective Time, each option to purchase shares of Company Common Stock granted pursuant to the Company Second Amended and Restated 2006 Equity Incentive Plan, the Company 1997 Directors’ Stock Option Plan (as amended through August 4, 2004)
and the Company 1997 Stock Option Plan, as amended (effective May 15, 1997, and as amended through May 7, 2002) or otherwise granted to an employee or other individual service provider for compensatory purposes that is outstanding immediately prior
to the Effective Time (each such option, a “
Company Option
”), whether vested or unvested, was cancelled by virtue of the Merger and without any action on the part of the holder thereof, in consideration for the right to receive a
cash payment with respect thereto equal to the product of (1) the number of shares of Company Common Stock subject to such Company Option as of the Effective Time and (2) the excess, if any, of the Merger Consideration over the exercise price per
share of Company Common Stock subject to such Company Option as of the Effective Time.
As of the Effective Time, notional investments in
Company Common Stock under the Company Deferred Compensation Plan II and the Company Deferred Compensation Plan (each, a “
Company Deferred Compensation Plan
”) were converted into notional investments in cash based on a price per
share of Company Common Stock equal to the Merger Consideration, and such notional cash was deemed reinvested in other available investment funds under the applicable Company Deferred Compensation Plan as determined by the “Committee” (as
defined in each Company Deferred Compensation Plan) including, if so determined by the Committee, in accordance with the directions of affected participants in the Company Deferred Compensation Plans.
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Prior to the Effective Time, the Company Board of Directors, pursuant to the Merger Agreement,
has caused the option period of the Company’s Employee Stock Purchase Plan (the “
ESPP
”) as of the date of the Merger Agreement to be the final option period under the ESPP and all outstanding purchase rights under the ESPP have
been exercised or terminated. No participant in the ESPP has received any rights in respect of the ESPP and options thereunder other than as provided in the Merger Agreement.
The aggregate amount of Merger Consideration payable in the Merger was approximately $10.4 billion, without giving effect to related
transaction fees and expenses. The funds used to consummate the Merger were provided by Air Liquide from the proceeds of a Bridge Term Loan Facility Agreement, dated as of December 17, 2015, between Air Liquide Finance, S.A., a
société anonyme
organized under the laws of France and a wholly owned subsidiary of Air Liquide, as borrower, Air Liquide, as guarantor, the other financial institutions party thereto, and BNP Paribas, as Agent.
The foregoing summary description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by
reference to the terms of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on November 19, 2015 and which is incorporated by reference herein.
The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other
factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties
to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under 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 condition of the parties thereto or any of their respective subsidiaries or affiliates.
Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.