On July 26, 2012, AuthenTec AUTH
, entered into an Agreement and Plan of Merger with Apple AAPL
, and Bryce Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent, providing for the merger of Merger Sub into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Merger Agreement was unanimously approved by the Company's Board of Directors.
At the effective time of the Merger, each share of Company common stock issued and outstanding immediately prior to the effective time (other than shares
(i) held by the Company in treasury, (ii) owned directly or indirectly, by any of the Company's wholly owned subsidiaries, Parent, or Merger Sub or any other direct or indirect wholly owned subsidiary of Parent, or (iii) held by stockholders who have perfected and not withdrawn a demand for appraisal rights under Delaware law) will be automatically cancelled and converted into the right to receive $8.00 in cash, without interest.
Consummation of the Merger is subject to customary closing conditions, including without limitation (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of the Company's common stock entitled to vote thereon, (ii) the absence of any legal restraint enjoining or prohibiting the Merger, (iii) the expiration or early termination of the waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain foreign antitrust approvals, (iv) the absence of a material adverse effect on the Company, (v) the absence of any pending or threatened litigation initiated by the Federal Trade Commission or the Antitrust Division of the Department of Justice under certain antitrust laws or any related legal restraint and
(vi) certain other customary conditions. Consummation of the Merger is not subject to any financing contingencies.
The Company is subject to customary "no-shop" restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide information to and engage in discussions with third parties regarding alternative acquisition proposals. However, prior to adoption of the Merger Agreement by the Company's stockholders, the no-shop provision is subject to customary exceptions which allow the Company under certain circumstances to provide information to and participate in discussions with third parties with respect to certain unsolicited alternative acquisition proposals.
Each of the Company, Parent and Merger Sub has made customary representations and warranties in the Merger Agreement, and each has agreed to use its reasonable best efforts to consummate the Merger. The Company has also agreed to various covenants in the Merger Agreement, including, without limitation, to cause a special meeting of the Company's stockholders to be held to consider the adoption of the Merger Agreement and file a proxy statement with the Securities and Exchange Commission (the "SEC") related to such special meeting.
The Merger Agreement contains certain termination rights for the Company and Parent. Upon termination of the Merger Agreement under specified circumstances, the parties may be required to pay the other party a termination fee. If the Company is required to pay a termination fee as a result of, among other things, the Company accepting a superior proposal as contemplated by the Merger Agreement, the amount of the termination fee is $10.95 million.