![]() Subject to the Election, all shares of capital stock of Counsyl outstanding at the closing of the Merger (the “Closing”), together with all “in-the-money” stock options held by Surviving corporation and a wholly owned subsidiary of Myriad (the “Merger”). The acquisition is structured as a reverse triangular merger transaction in which the Merger Subsidiary will merge with and into Counsyl, with Counsyl surviving the merger as the Stock based on the trailing 30 day average share price (the “Election”). Subject to the terms and conditions set forth in the Merger Agreement, employees holding restricted stock units and “in-the-money” stock options and stockholders of Counsyl, in eachĬase, who are “accredited investors,” as such term is defined in Rule 501(a) of Regulation D, will be entitled to elect to receive up to 25 percent of the Purchase Price in Myriad common The Merger Agreement provides that Myriad will pay an aggregate purchase price to the securityholders of Counsyl of $375 million (the “Purchase Price”), subject to adjustmentįor Counsyl’s working capital and indebtedness and other amounts to be determined in accordance with the Merger Agreement (as adjusted, the “Merger Consideration”), payable in cash and Myriad’sĬommon stock. (“Counsyl”), and Fortis Advisors LLC, as the representative of the securityholders of Counsyl. Subsidiary of the Myriad (“Merger Subsidiary”), Counsyl, Inc. (“Myriad”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cinnamon Merger Sub, Inc., a wholly owned ☐Įntry into a Material Definitive Agreement. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialĪccounting standards provided pursuant to Section 13(a) of the Exchange Act. Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) (Former name or former address, if changed since last report)Ĭheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions Registrant’s telephone number, including area code: (801) 584-3600 (Address of principal executive offices) (Zip Code) (Exact name of registrant as specified in its charter) Date of Report (Date of earliest event reported): May 25, 2018 ![]()
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