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| ENTU > SEC Filings for ENTU > Form 8-K on 28-Jul-2009 | All Recent SEC Filings |
28-Jul-2009
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Trans
As a result of the Merger, the Company no longer fulfills the numerical listing requirements of the Nasdaq Global Select Market ("Nasdaq"). Accordingly, following completion of the Merger, the Company notified Nasdaq and requested that Nasdaq (i) withdraw the Common Stock from listing on Nasdaq prior to the open of trading on July 29, 2009 and (ii) file with the Securities and Exchange Commission (the "SEC") an application on Form 25 to report that the Common Stock is no longer listed on Nasdaq. As a result, the Common Stock will no longer be listed on Nasdaq. The Company also intends to file with the SEC a certification on Form 15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requesting that the Common Stock be deregistered and that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
In connection with the consummation of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $2.00 per share in cash, without interest and subject to applicable withholding taxes.
On July 28, 2009, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Newco.
Based on the per share consideration of $2.00, the amount of consideration used was equal to approximately $123,000,000. The funds used by Newco to consummate the Merger were from equity contributions by Thoma Bravo Fund IX, L.P. and proceeds received by Newco in connection with a debt financing with Wells Fargo Foothill, LLC and Bank of Montreal.
The information contained in the Introduction above is incorporated herein by reference.
In connection with the consummation of the Merger and in accordance with the Merger Agreement, each of the directors of the Company were replaced and the directors of Merger Sub became the directors of the Company as of the effective time of the Merger.
In connection with the consummation of the Merger and in accordance with the Merger Agreement, the officers of Merger Sub became the officers of the Company as of the effective time of the Merger.
Pursuant to the Merger Agreement, at the effective time of the Merger, the Company's certificate of incorporation was amended and restated in its entirety to be identical to the certificate of incorporation of Merger Sub, as in effect immediately prior to the effective time of the Merger (except that the name of the surviving corporation set forth therein is "Entrust, Inc."), and such amended and restated certificate of incorporation became the certificate of incorporation of the surviving corporation.
Pursuant to the Merger Agreement, at the effective time of the Merger, the bylaws of Merger Sub, as in effect immediately prior to the effective time of the Merger, became the bylaws of the surviving corporation. Following the Merger, the bylaws of the surviving corporation will be amended to provide that the name of the surviving corporation set forth therein is "Entrust, Inc."
Closing of the Merger
On July 28, 2009, pursuant to the terms of the Merger Agreement, the parties consummated the Merger and Merger Sub merged with and into the Company, with the Company being the surviving corporation and a wholly owned subsidiary of Newco.
On July 28, 2009, the Company issued a press release (the "Press Release") announcing that the parties had consummated the merger. A copy of the Press Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated July 28, 2009.
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