Page 9 of 14 – SEC Filing
(ii) against a change in the Issuers board of directors, against alternative acquisition proposals, and against any other proposal or action that would constitute a breach of the
Merger Agreement or prevent, frustrate, impede, interfere with, materially delay or adversely affect the Merger or other transactions contemplated by the Merger Agreement. In addition, under the terms of the Voting and Support Agreement, each of the
P2 Funds irrevocably granted to Parent a proxy to attend any meeting of the Issuers shareholders on behalf of such P2 Fund with respect to the matters set forth above and to vote the Shares over which such P2 Fund has voting power in
connection with any such meeting.
The P2 Funds also agreed, under the Voting and Support Agreement not to (i) grant or create any
lien, other than permitted liens, on any of such Funds Shares, (ii) transfer, sell, assign, tender, gift, hedge, pledge or otherwise dispose of, or enter into any derivative arrangement with respect to (collectively,
Transfer), any of such Funds Shares, (iii) enter into any contract with respect to any Transfer of such Funds Shares, (iv) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any of such Funds Shares, (v) deposit or permit the deposit of any of such Funds Shares into a voting trust or enter
into a voting agreement or similar arrangement, commitment or understanding with respect to any of such Shares or (vi) take or permit any other action that would reasonably be expected to prevent or materially restrict, disable or delay the
consummation by the P2 Funds and the P2 Manager of the transactions contemplated by the Voting and Support Agreement or otherwise adversely impact the P2 Funds and the P2 Managers ability to perform its obligations thereunder in any
material respect. The P2 Funds also agreed to waive their appraisal rights in connection with the Merger.
The Voting and Support
Agreement will terminate upon the earlier of the consummation of the Merger, the valid termination of the Merger Agreement in accordance with its terms or the mutual written consent of the parties.
The foregoing summary and information disclosed in this Item 4 do not purport to be complete and are qualified in their entirety by reference
to the Voting and Support Agreement, a copy of which is attached as an exhibit hereto and which is incorporated by reference in its entirety into this Item 4, and the Merger Agreement, a copy of which is attached as an exhibit to the Issuers
Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2018 and which is incorporated by reference in its entirety into this Item 4.
The Reporting Persons review on a continuing basis the transactions contemplated by the Merger Agreement and Voting and Support Agreement.
Based on such review, the Reporting Persons may exercise their rights under those agreements and/or the other agreements described in Item 6 of this Statement on Schedule 13D, including to terminate, amend or modify any of the transactions
contemplated thereby, and/or may acquire, or cause to be acquired, beneficial interests in securities of the Issuer at any time, or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of the investment policies of the Reporting Persons, the Issuers business, financial condition and operating results, general market and industry conditions or other factors. Other than as described in this Item 4, and
except as otherwise disclosed herein or in agreements described in this Statement on Schedule 13D, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in subparagraphs (a)-(j)
of the instructions to Item 4 of this Statement on Schedule 13D. However, as part of the ongoing evaluation of the transactions contemplated by the Merger Agreement and Voting and Support Agreement, the Reporting Persons may at any time
review or reconsider their respective positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters and, from time to time, may hold discussions with or make formal proposals to management or the
Issuers board of directors, other stockholders of the Issuer or other third parties regarding such matters. There can be no assurance that the possible courses of action expressed in this Item 4 will be consummated by the Reporting
Persons.
Item 5. Interest in Securities of Issuer.
The information contained in rows 7, 8, 9, 10, 11, 12 and 13 on each of the cover pages of this Statement on Schedule 13D and the information
set forth or incorporated in Items 2, 3 and 4 is incorporated by reference in its entirety into this Item 5.
(a) and (b): Immediately
prior to the execution of the Voting and Support Agreement, the Reporting Persons did not beneficially own any Shares. However, upon execution of the Voting and Support Agreement as of January 15, 2018, under the definition of beneficial
ownership as set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), each Reporting Person may be deemed to have shared voting power with
respect to (and therefore beneficially own) 3,000,000 Shares, representing approximately 5.4% of the outstanding Shares (based on 55,824,265 Shares outstanding, which is the number of Shares represented by the Issuer within the Merger Agreement to
be outstanding as of the close of business on January 12, 2018). Accordingly, the percentage of the outstanding Shares that may be deemed to be beneficially owned by each Reporting Person is approximately 5.4%.
Except as set forth above, no Reporting Person beneficially owns any Shares. The Reporting Persons disclaim beneficial ownership of any
Shares. Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of
the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
