Page 17 of 25 – SEC Filing
The Shares purchased by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 4,038,987 Shares beneficially owned by Starboard V&O Fund is approximately $59,544,804, excluding brokerage commissions. The aggregate purchase price of the entered into over-the-counter forward purchase contracts providing for the purchase of 194,730 Shares by Starboard V&O Fund is approximately $3,504,653, excluding commissions. The aggregate purchase price of the 499,512 Shares beneficially owned by Starboard S LLC is approximately $7,475,429, excluding brokerage commissions. The aggregate purchase price of the 277,452 Shares beneficially owned by Starboard C LP is approximately $4,112,557, excluding brokerage commissions. The aggregate purchase price of the 479,319 Shares held in the Starboard Value LP Account is approximately $7,168,166, excluding brokerage commissions. The 1,626 Shares beneficially owned by Mr. Molinelli represent shares underlying stock options exercisable within sixty days hereof that were granted to Mr. Molinelli by the Issuer in his capacity as a director of the Issuer.
| Item 4. | Purpose of Transaction. |
| | Item 4 is hereby amended to add the following: |
On March 28, 2017, Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into a Cooperation and Support Agreement with the Issuer (the “Agreement”) to implement certain changes to the leadership and governance of the Issuer, which include the following: (i) the appointment of three (3) new directors, including Arthur Higgins, the newly appointed President and CEO of the Issuer, Gavin Molinelli, a Partner of Starboard Value LP, and William McKee, former Executive Vice President and Chief Financial Officer of Barr Pharmaceuticals, LLC; and (ii) the appointment of James Fogarty as the new Chairman of the Board. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Pursuant to the terms of the Agreement, (i) the Board was reconstituted to consist of the following nine (9) directors: Karen Dawes, James Fogarty, Arthur Higgins, Louis Lavigne, William McKee, Gavin Molinelli, Robert Savage, Peter Staple and James Tyree (the “Directors”), with Mr. Fogarty appointed as Chairman of the Board; (ii) the Issuer’s slate of nominees for election as directors at the Issuer’s 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”) shall consist of the Directors (the “2017 Slate”); (iii) the standing committees of the Board shall be reconstituted as follows: (a) the Nominating and Corporate Governance Committee shall consist of Messrs. Molinelli (Chairman), Lavigne, McKee and Savage; (b) the Compensation Committee shall consist of Messrs. Savage (Chairman), McKee, Molinelli and Staple; and (c) the Audit Committee shall consist of Messrs. Lavigne (Chairman), Staple and Tyree and Ms. Dawes. The Agreement also provides that during the Period (as defined below), if Mr. Molinelli (or any replacement director) ceases to be a member of the Board for any reason, and at such time Starboard beneficially owns in the aggregate at least the lesser of (i) three percent (3.0%) of the Issuer’s then outstanding Shares and (ii) 1,862,986 Shares, then Starboard has the ability to recommend a substitute person, who meets certain independence and experience criteria.
Pursuant to the terms of the Agreement, Starboard agreed, among other things, to appear in person or by proxy at the 2017 Annual Meeting and vote all Shares beneficially owned by it (a) in favor of the 2017 Slate, and (b) during the Period, in a manner consistent with the recommendation of the Board, provided, however, that if Mr. Molinelli has voted against any such matter (other than the 2017 Slate) in a vote of the Board, Starboard shall be permitted to vote against the Board’s recommendation with respect to such matter.
Pursuant to the terms of the Agreement, Starboard agreed to certain customary standstill provisions, effective as of the date of the Agreement until 12:01 a.m., Eastern time, on the date that is fifteen (15) business days prior to the deadline for the submission of shareholder nominations for the Issuer’s 2018 Annual Meeting of Shareholders (the “Period”). The standstill provisions generally prohibit Starboard from taking specified actions with respect to the Issuer and its securities, including, among others: (i) soliciting or participating in the solicitation of proxies; (ii) joining any “group” or becoming party to any voting arrangement or agreement; (iii) seeking or encouraging others to submit nominations for election or removal of directors; (iv) making shareholder proposals or offers with respect to mergers, acquisitions and other business combinations; or (v) seeking board representation other than as provided in the Agreement.
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