Item 8.01 Other Events.
On June 22, 2020, The Meet Group, Inc., a Delaware corporation (“Company”), became aware that a Schedule 13G (“Schedule 13G”) relating to the Company had been filed with the U.S. Securities and Exchange Commission (“SEC”) on that same date by PSquared Asset Management AG, a corporation organized under the laws of Switzerland (“Reporting Person”). In the Schedule 13G, the Reporting Person disclosed that it had acquired beneficial ownership of an aggregate of 3,600,000 shares of the common stock, par value $0.001 (“Common Stock”), of the Company representing approximately 5.01% of the issued and outstanding Common Stock.
On June 23, 2020, the Company informed the Reporting Person that, on October 4, 2019, the Company had publicly announced that its Board of Directors (“Board”) had adopted a Section 382 Tax Benefits Preservation Plan (“Tax Benefits Plan”) and that a copy of the Tax Benefits Plan was included as an exhibit to a Current Report on Form 8-K that the Company filed with the SEC on October 4, 2019. The Company further informed the Reporting Person that, under the Tax Benefits Plan, the rights issued thereunder (“Rights”) generally become exercisable if a person (or any persons acting as a group) acquires beneficial ownership of 4.99% (“Ownership Threshold”) or more of the outstanding Common Stock, without the approval of the Board, after the first public announcement by the Company of the adoption of the Tax Benefits Plan.
The Company requested that the Reporting Person, to the extent that it became the beneficial owner of 5.01% of the issued and outstanding Common Stock, an amount in excess of the Ownership Threshold, inadvertently, including because, while the Reporting Person may have been aware of the extent of its beneficial ownership of Common Stock since it disclosed such beneficial ownership in the Schedule 13G, it had no actual knowledge of the consequences of such beneficial ownership under the Tax Benefits Plan, and wanted to avoid being deemed to be an “Acquiring Person” under the Tax Benefits Plan and the Rights from becoming exercisable, provide the Company, within ten (10) business days, the certification required by Section 1(a)(v) of the Tax Benefits Plan and confirm that the Reporting Person intends to take the actions necessary to reduce its beneficial ownership of the Common Stock to less than 4.99% of the issued and outstanding Common Stock, as required by the terms of the Tax Benefits Plan.
On June 25, 2020, the Reporting Person responded to the Company’s June 23, 2020 letter and provided a certification to the Company that it had no actual knowledge of the consequences of its beneficial ownership of 4.99% or more of the issued and outstanding Common Stock under the Tax Benefits Plan and, as of June 25, 2020, had taken the actions necessary to reduce its beneficial ownership of the Common Stock to less than 4.99% of the issued and outstanding Common Stock, as required by the terms of the Tax Benefits Plan (“Certification of Inadvertent Tax Benefits Plan Triggering Event”).
The foregoing descriptions of the Company’s June 23, 2020 letter to PSquared Asset Management AG and the Certification of Inadvertent Tax Benefits Plan Triggering Event provided by PSquared Asset Management AG to the Company on June 25, 2020 are qualified in their entirety by reference to the complete texts of both documents, copies of which are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
