![]() ![]() ![]() All shares of Common Stock underlying vested options and stock-based awards were converted into the right to receive the Per Share Amount (or, in the case of options, the difference between the Per Share Amount and the applicable exercise price), less any applicable tax withholdings. In addition, at the Effective Time, subject to certain exceptions, unvested option awards and stock-based awards were converted into corresponding awards that are subject to shares of Parent common stock. On December 8, 2016, pursuant to the terms of an Agreement and Plan of Merger, dated as of June 11, 2016 (the Merger Agreement), by and among Microsoft Corporation (Parent), Liberty Merger Sub Inc., a wholly owned subsidiary of Parent (Merger Sub) and LinkedIn Corporation (the ∼ompany), Parent completed its acquisition of the Company through the merger of Merger Sub with and into the Company (the Merger), with the Company continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of Parent.Īt the effective time of the Merger (the ∾ffective Time), each share of Class A common stock (the ∼lass A Common Stock), par value $0.0001 per share, and Class B common stock (the ∼lass B Common Stock), par value $0.0001 per share, of the Company (the Class A Common Stock and Class B Common Stock together, the ∼ommon Stock) (other than shares of Common Stock held by (1) the Company as treasury stock, (2) Parent, Merger Sub or their respective subsidiaries and (3) stockholders of the Company who have properly exercised and perfected their appraisal rights under Delaware law) was cancelled and automatically converted into the right to receive cash in an amount equal to $196.00, without interest thereon (the Per Share Amount). Item 2.01 Completion of Acquisition or Disposition of Assets. ![]() The foregoing description of the Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Supplemental Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. ![]() The Supplemental Indenture provides that the right to convert each $1,000 principal amount of Notes shall be changed to a right to convert such principal amount of Notes into cash in an amount equal to $665.44 per $1,000 principal amount of Notes (which amount equals the merger consideration that a holder of a number of shares of Class A Common Stock (as defined below) equal to the conversion rate immediately prior to the Merger (as defined below) would have owned or been entitled to receive), in accordance with the Indenture, at any time from, and including, the date that the Merger becomes effective. Bank National Association (the Trustee) entered into the First Supplemental Indenture (the Supplemental Indenture) to that certain Indenture, dated as of November 12, 2014 (the Indenture), between the Company and the Trustee pursuant to which the Company issued its 0.50% Convertible Senior Notes due 2019 (the Notes). On December 8, 2016, in connection with the completion of the Merger (as defined below), LinkedIn Corporation (the ∼ompany) and U.S. Item 1.01 Entry into a Material Definitive Agreement ![]()
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