Item 2.01. Completion of Acquisition or Disposition of Assets
On November 10, 2016, pursuant to the terms of the Merger Agreement, Parent completed the acquisition of the Company through the merger of
Merger Sub with and into the Company, with the Company continuing as the surviving corporation. As a result of the Merger, the Company became a wholly owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, at the effective time
of the Merger (the
Effective Time
), each share of common stock, par value $0.001 per share, of the Company (such shares, collectively, the
Shares
) outstanding immediately prior to the Effective Time (including
shares resulting from the exercise of the Warrant, but excluding (i) each Share that was owned by Parent, Merger Sub or the Company, including Shares held in the treasury of the Company, or by any direct or indirect wholly owned Subsidiary of
Parent, Merger Sub or the Company, in each case immediately prior to the Effective Time and (ii) Shares subject to validly exercised appraisal rights) was cancelled and extinguished and automatically converted into the right to receive $17.40 in
cash per Share, without interest, less applicable taxes (the
Merger Consideration
).
At the Effective Time, outstanding
Company Options were treated as follows: (i) each Company Option with a per Share exercise price that was equal to or exceeded the Merger Consideration was cancelled at the Effective Time for no consideration; (ii) (a) each vested Company Option and
(b) each Company Option which is unvested and held by a non-employee member of the Company board of directors or a service provider who was not an active employee of the Company or its Subsidiaries (each a
Vested Company Option
)
was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess of (1) the Merger Consideration over (2) the per Share exercise price of such Vested Company Option and (y) the total
number of Shares issuable upon the exercise in full of such Vested Company Option, less applicable taxes; and (iii) each Company Option that was not a Vested Company Option (an
Unvested Company Option
) was assumed and converted
into the right to receive an amount in cash, without interest, equal to the product of (x) the excess of (1) the Merger Consideration over (2) the exercise price per Share of such Unvested Company Option and (y) the total number of Shares issuable
upon the exercise in full of such Unvested Company Option, which cash award will otherwise be subject to the same terms and conditions applicable to such Unvested Company Option prior to the Effective Time, including vesting terms.
At the Effective Time, outstanding Restricted Stock Units were treated as follows: (i) each unvested Restricted Stock Unit held by an active
employee of the Company or its Subsidiaries immediately prior to the Effective Time was assumed and converted into an Alphabet Stock Unit to acquire Alphabet Class C Capital Stock in respect of that number of shares of Alphabet Class C Capital Stock
equal to the product of (1) the number of shares of Company Common Stock underlying such Restricted Stock Unit and (2) the Stock Award Exchange Ratio, and will otherwise be subject to the same terms and conditions applicable to the Restricted Stock
Unit, including vesting terms; (ii) each Restricted Stock Unit held by any non-employee member of the Company board of directors or any consultant or independent contractor to the Company or its Subsidiaries which was outstanding immediately prior
to the Effective Time was vested and settled in shares of Company Common Stock
and each such share of Company Common Stock was then cancelled and extinguished and automatically converted into the right to receive the cash Merger Consideration; and (iii) each Restricted
Stock Unit held by an individual who was a former employee of the Company or its Subsidiaries immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of
(x) the Merger Consideration and (y) the total number of Shares subject to such award of Restricted Stock Units, less applicable taxes.
The foregoing description of the effects of the Merger and the Merger Agreement, and the transactions contemplated thereby, does not purport
to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to Apigees Current Report on Form 8-K filed with the Securities
and Exchange Commission (
SEC
) on September 8, 2016, and is incorporated herein by reference.
The Merger Agreement was
filed to provide investors with information regarding its terms and is not intended to provide any factual information about Parent, Merger Sub, the Company or any of their respective subsidiaries or affiliates. Such information can be found in the
public filings that Parent, Alphabet Inc. or the Company, as applicable, filed with the SEC. The representations, warranties and covenants contained in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement and
(i) are not intended to be a source of financial, business or operational information about Parent, Merger Sub, the Company or their respective subsidiaries or affiliates and should not be treated as categorical statements of fact, but rather as a
way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in the Merger Agreement by disclosures that were made to the other party in connection with the negotiation of the Merger
Agreement; (iii) may apply contractual standards of materiality that are different from the standards of materiality under applicable securities laws; and (iv) were made only as of the date of the Merger Agreement or such
other date or dates as may be specified in the Merger Agreement. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or
condition of Parent, Merger Sub, the Company or their respective subsidiaries or affiliates.