INTERNATIONAL BALER CORPORATION Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger
On
Tender Offer
Subject to the terms and conditions of the Merger Agreement, Merger Sub will
begin a tender offer (the "Offer") as promptly as reasonably practicable after
the date of the Merger Agreement, to purchase all of the outstanding shares of
common stock of the Company,
The obligation of Merger Sub to consummate the Offer is subject to the satisfaction or waiver of a number of conditions set forth in Annex A to the Merger Agreement, including: (i) the absence of any injunction or order which makes it illegal or otherwise prohibits consummation of the Offer, the Merger (as defined below) or the transactions contemplated thereby, (ii) the accuracy of the Company's representations and warranties, subject to certain materiality standards set forth in the Merger Agreement; (iii) compliance by Company in all material respects with its obligations under the Merger Agreement, and (iv) those other conditions set forth in Annex A to the Merger Agreement (the "Offer Conditions").
Subject to the satisfaction or waiver by Merger Sub or Parent of the Offer Conditions, Merger Sub will promptly after the Expiration Date accept for payment all Shares tendered (and not validly withdrawn) under the Offer and promptly thereafter pay for such Shares. The Acquiring Parties have informed the Company that they intend to fund the payment of the aggregate purchase price with cash on hand. The Offer is not subject to a financing condition.
Merger
The Merger is subject to a non-waivable condition that there will have been validly tendered (and not validly withdrawn) a number of Shares greater than 50% of the outstanding Shares not owned by Parent and its subsidiaries (the "Unaffiliated Stockholders") immediately before the expiration of the Offer (the "Minimum Tender Condition") and is subject to the satisfaction or waiver of certain other merger conditions.
The Merger Agreement provides that, subject to the Minimum Tender Condition and
following the consummation of the Offer, Merger Sub will merge with and into the
Company (the "Merger"), with the Company surviving the Merger as a wholly owned
subsidiary of Parent. The Merger will be governed by Section 253 of the General
Corporation Law of the
At the effective time of the Merger (the "Effective Time"), (i) each Share owned by the Company as treasury stock or owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent will be cancelled for no consideration and (ii) each other Share outstanding immediately before the Effective Time (other than Shares for which appraisal rights have been properly demanded and not withdrawn or lost) will be cancelled and converted into the right to receive, upon their surrender, an amount equal to the Offer Price, without interest thereon and subject to any withholding of taxes (the "Merger Consideration"). The Acquiring Parties have informed the Company that they intend to fund the payment of the aggregate Merger Consideration with cash on hand. The Merger is not subject to a financing condition.
2
Tender Offer Closing, regardless of Minimum Tender Condition
Regardless of whether the Minimum Tender Condition is satisfied, and subject to the satisfaction or waiver by Merger Sub or Parent of the Offer Conditions, Merger Sub will promptly after the Expiration Date of the Offer accept for payment all Shares tendered (and not validly withdrawn) under the Offer and promptly thereafter pay for such Shares.
Special Committee and Board Approval of the Merger Agreement
On
On
Representations, Warranties and Covenants
The Merger Agreement contains representations and warranties and covenants of the parties customary for a transaction of this nature, including covenants regarding the operation of the Company's business before the Effective Time.
The Company is restricted by the Merger Agreement from soliciting third-party proposals relating to alternative transactions and, subject to certain exceptions to permit the Board to comply with its fiduciary duties, from providing information and entering into discussions in connection with alternative transactions. Prior to the acceptance time of the Offer, under specified circumstances, the Board (upon recommendation of the Special Committee) may change its recommendation to the Company's stockholders regarding the Offer in response to a Superior Proposal (as defined in the Merger Agreement).
The Merger Agreement may be terminated by the Company or Parent under certain
circumstances set forth in the Merger Agreement, including subject to certain
limitations, if the Offer has not concluded by
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and incorporated herein by reference.
The Merger Agreement and the foregoing description of the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. 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 as of specified dates for the purposes of such agreement, were solely for the benefit of the parties to such agreement, may be subject to qualifications and limitations agreed upon by such parties and were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to investors. Accordingly, investors should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties' public disclosures.
3
Additional Information and Where to Find It
In connection with the proposed Merger, Merger Sub will commence a tender offer
for the outstanding shares of common stock of the Company. The tender offer has
not yet commenced. This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell shares of
common stock of the Company, nor is it a substitute for the tender offer
materials that Parent and Merger Sub will file with the
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are "forward-looking statements." These statements relate to future events or and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "could," "would," "should," "expect," and variations of those words. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company's control, including among others: (i) whether the Offer conditions will be satisfied; (ii) whether the Minimum Tender Condition will be satisfied, so the Company can effectuate the Merger; (iii) the possibility that it may be more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; and (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1* Agreement and Plan of Merger datedMarch 23, 2022 by and amongInternational Baler Corporation ,Avis Industrial Corporation , andAIC Merger Sub, Inc . 104 Cover Page Interactive Data File (embedded within the inline XBRL document
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K.
4
© Edgar Online, source
