Page 8 of 12 – SEC Filing
Pursuant to the Support Agreement, the Reporting Persons also agreed, among other things, to vote all of their Shares at any meeting of stockholders of the Issuer: (i) against any inquiry, proposal, offer, indication of interest or transaction that constitutes or could reasonably be expected to lead to, an Acquisition Proposal or Acquisition Transaction relating to the Issuer (as such terms are defined in the Merger Agreement) and (ii) against any action, proposal, transaction or agreement which would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Offer or the Merger or the fulfillment of Parent’s, the Issuer’s, or Purchaser’s conditions under the Merger Agreement or change in any manner the voting rights of any security of the Issuer; provided, however, that the Reporting Persons shall not otherwise be restricted from voting in favor of, against or abstaining with respect to any other matters presented to the Issuer’s stockholders.
The Support Agreement will terminate upon certain specified events, including termination of the Merger Agreement.
The foregoing description of the Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Support Agreement, which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 51,192,445 Shares outstanding, as of March 27, 2017, which is the total number of Shares outstanding as reported in the Merger Agreement attached as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 29, 2017.
| A. | Simcoe Partners |
| | (a) | As of the date hereof, Simcoe Partners directly owned 2,324,663 Shares. |
Percentage: Approximately 4.5%
| | (b) | 1. Sole power to vote or direct vote: 2,324,663 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 2,324,663 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Simcoe Partners has not entered into any transactions in the Shares since Amendment No. 1 to the Schedule 13D. |
| B. | Simcoe Management |
| | (a) | Simcoe Management, as the general partner of Simcoe Partners, may be deemed the beneficial owner of the 2,324,663 Shares owned by Simcoe Partners. |
Percentage: Approximately 4.5%
| | (b) | 1. Sole power to vote or direct vote: 2,324,663 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 2,324,663 |
4. Shared power to dispose or direct the disposition: 0
| | (c) | Simcoe Management has not entered into any transactions in the Shares since Amendment No. 1 to the Schedule 13D. |
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