Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported, on
The offer expired at
On
The first merger was governed by Section 251(h) of the Delaware General Corporation Law, with no stockholder vote required to consummate the first merger. At the effective time of the first merger, each share of Primo common stock (other than certain dissenting, converted and cancelled shares and shares tendered into the offer and accepted by the Purchaser, but including shares paid to a holder of a vested Primo equity-based award (other than deferred stock unit awards) or Primo warrants immediately prior to the first effective time, as described further in the merger agreement) was converted into the right to receive the transaction consideration.
The foregoing descriptions of the offer, the mergers and the merger agreement in
this Item 2.01 do not purport to be complete and are subject to and qualified in
their entirety by reference to the full text of the merger agreement, a copy of
which was filed as Exhibit 2.1 to Primo's Current Report on Form 8-K,filed with
the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or
Standard; Transfer of Listing
In connection with the consummation of the offer and the mergers, Primo
(i) notified the
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Item 3.03 Material Modification to Rights of Security Holders
At the effective time of the first merger (the "first effective time"), each share of Primo common stock issued and outstanding immediately prior to the first effective time (other than certain dissenting, converted and cancelled shares and shares tendered into the offer and accepted by the Purchaser, but including shares paid to a holder of a vested Primo equity-based award (other than deferred stock unit awards) or Primo warrant immediately prior to the first effective time, as described further in the merger agreement) was converted into the right to receive the transaction consideration (subject to the same proration applicable to the offer as described above), without interest, and net of any Primo shares equal in value to any applicable tax to be deducted or withheld in respect thereof. Accordingly, at the first effective time, Primo's stockholders immediately before the first effective time ceased to have any rights with respect to Primo as stockholders, other than their right to receive the transaction consideration. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Change in Control of Registrant
At the first effective time, Purchaser merged with and into Primo, with Primo surviving the first merger as a wholly owned subsidiary of Merger Sub. Immediately following the first merger, Primo merged with and into Merger Sub, with Merger Sub being the surviving entity. As a result of the mergers, a change of control of Primo occurred. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
At the first effective time, in connection with the consummation of the mergers
and as contemplated by the merger agreement, each of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
At the first effective time, in connection with the consummation of the first merger, the Purchaser merged with and into Primo, with Primo surviving the first merger as a wholly-owned subsidiary of Merger Sub (the "first surviving entity"). The certificate of incorporation and bylaws, attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference, became the certificate of incorporation and bylaws of Primo, as the surviving corporation of the first merger, and replaced Primo's articles of incorporation and bylaws.
Immediately following the first merger, the first surviving entity merged with
and into Merger Sub, with Merger Sub surviving the second merger (the "second
surviving entity"). In connection with the second merger, the certificate of
formation of Merger Sub attached as Exhibit 3.3 and the Limited Liability
Company Agreement of Merger Sub, dated as of
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Item 7.01 Regulation FD Disclosure
On
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJanuary 13, 2020 , by and among Cott Corporation,Cott Holdings Inc. ,Fore Acquisition Corporation ,Fore Merger LLC andPrimo Corporation (incorporated by reference to the copy included as Exhibit 2.1 to Primo's Current Report on Form 8-K, filed onJanuary 13, 2020 ). 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as ofJanuary 28, 2020 , by and among Cott Corporation,Cott Holdings Inc. ,Fore Merger LLC ,Fore Acquisition Corporation andPrimo Water Corporation (incorporated by reference to the copy included as Annex A-2 to Part I of Cott's Registration Statement on Form S-4, filed onJanuary 28, 2020 ). 3.1 Second Amended and Restated Certificate of Incorporation ofPrimo Water Corporation (incorporated by reference to the copy included as Exhibit B to Annex A-1 to Part I of Cott's Registration Statement on Form S-4, filed onJanuary 28, 2020 ). 3.2 Amended and Restated Bylaws ofPrimo Water Corporation (incorporated by reference to the copy included as Exhibit B to Annex A-1 to Part I of Cott's Registration Statement on Form S-4, filed onJanuary 28, 2020 ). 3.3 Certificate of Formation ofFore Merger LLC datedJanuary 10, 2020 . 3.4 Limited Liability Company Agreement ofFore Merger LLC , datedJanuary 11, 2020 . 3.5 Amendment No. 1 to Limited Liability Company Agreement of ForeMerger LLC , datedMarch 2, 2020 99.1 Press release issued by Cott datedMarch 2, 2020 (incorporated by reference to the copy included as Exhibit (a)(5)(K) to Amendment No. 2 to Cott's Schedule TO).
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