Merger Transaction |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Business Combination [Abstract] | |
| Merger Transaction | Merger Transaction On February 13, 2026, we entered into the Merger Agreement with Sumitomo Forestry and Merger Sub. Under the terms of the Merger Agreement, at the effective time of the Merger on May 14, 2026 (the “Effective Time”), each issued and outstanding share of our common stock was converted into the right to receive $47.00 in cash, without interest (the “Merger Consideration”), except for shares that were (A)(1) held by us as treasury stock; (2) held directly by Sumitomo Forestry or Merger Sub; or (3) held by any direct or indirect wholly owned subsidiary of Sumitomo Forestry or Merger Sub, in each case, immediately prior to the Effective Time (“Owned Company Shares”), or (B) held by a holder who had not voted in favor of the adoption of the Merger Agreement, and had properly and validly demanded appraisal for such shares in accordance, and who complied in all respects, with Section 262 of the DGCL. Further, at the Effective Time, each Owned Company Share was automatically cancelled and ceased to exist, and no consideration or payment was delivered in exchange therefor or in respect thereof, and each share held by any direct or indirect wholly owned subsidiary of the Company was, if any, converted into such number of shares of common stock of the surviving corporation with an aggregate value immediately after the consummation of the Merger equal to the Merger Consideration. Additionally, at the Effective Time, (i) each RSU granted under the 2022 Plan granted prior to 2026 and each RSU held by any of our non-employee directors, in each case whether vested or unvested, that was outstanding as of immediately prior to the Effective Time was fully vested, cancelled and automatically converted into the right to receive an amount in cash (without interest and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of common stock subject to such RSU, and (B) the Merger Consideration; (ii) each RSU that was not subject to the preceding clause (i) above that was outstanding as of immediately prior to the Effective Time was cancelled and automatically converted into and substituted with a cash award representing the right to receive, upon each applicable vesting date for such RSU (or if earlier, upon a severance-eligible termination of employment), and subject to the same time-vesting terms and conditions that applied to such RSU (other than vesting terms providing for accelerated vesting in connection with the Merger), as in effect immediately prior to such conversion, an amount in cash (without interest and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of common stock subject to such RSU that would have vested on such vesting date had such RSU remained outstanding through such vesting date, and (B) the Merger Consideration; and (iii) each performance stock unit (“PSU”) granted under the 2022 Plan, whether vested or unvested, that was outstanding as of immediately prior to the Effective Time was fully vested, cancelled, and automatically converted into the right to receive an amount in cash (without interest, and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of common stock subject to such PSU (at maximum performance) and (B) the Merger Consideration. In connection with the consummation of the Merger, our common stock was de-listed from The New York Stock Exchange and de-registered under the Exchange Act. The foregoing description of the Merger Agreement and the Transactions does not purport to be complete, and is subject, and qualified in its entirety by reference, to the full text of the Merger Agreement, which has been filed herewith as Exhibit 2.1 and is incorporated by reference herein.
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