Subsequent Events |
6 Months Ended |
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Jun. 30, 2026 | |
| Subsequent Events | |
| Subsequent Events | 17. Subsequent Events On August 6, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Neptune BidCo US Inc., a Delaware corporation (“Parent”), and Wallace Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”). Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company’s common stock as of immediately prior to the Effective Time (other than any dissenting shares or shares of the Company’s common stock held by the Company or owned, directly or indirectly, by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent, Merger Sub, or the Company as of immediately prior to the Effective Time (including those held in treasury by the Company)) will be converted automatically into the right to receive $13.60 in cash, without interest (the “Merger Consideration”). The Merger Agreement includes customary termination rights, including that the Merger Agreement may be terminated by either the Company or Parent: if (i) the Company and Parent mutually consent; (ii) the merger has not been consummated on or before the “end date” (twelve months from signing with an automatic extension of three months, if necessary to obtain regulatory approvals), (iii) any law in certain jurisdictions permanently prohibits the transaction (so long as any party’s breach has not been the cause of such prohibition), (iv) the Company’s stockholders do not approve the Merger, or (v) if the non-terminating party breaches certain representations, warranties or covenants and does not cure such breach. The Merger Agreement provides for the payment by the Company to Parent of a termination fee of $60.0 million if the Merger Agreement is terminated in specified circumstances, and for payment by Parent to the Company of a termination fee of $144.0 million if the Merger Agreement is terminated in specified circumstances and $175.0 million under certain other circumstances. The Merger is expected to close by the first quarter of 2027, subject to customary closing conditions and regulatory approvals. If the Merger is consummated, shares of the Company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.
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