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ES > SEC Filings for ES > Form 8-K on 7-Jan-2013All Recent SEC Filings

Show all filings for ENERGYSOLUTIONS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ENERGYSOLUTIONS, INC.


7-Jan-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On January 7, 2013, EnergySolutions, Inc., a Delaware corporation (the "Company"), issued a press release announcing entry into a definitive agreement ("Merger Agreement") with Rockwell Holdco, Inc., a Delaware corporation ("Parent"), and Rockwell Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub") pursuant to which Merger Sub will merge with and into the Company (the "Merger") and the Company will become a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock of the Company ("Company Common Stock"), par value $0.01 per share, other than shares of Company Common Stock held in the treasury of the Company or owned by Parent, affiliates of Parent, Merger Sub, a subsidiary of the Company or by stockholders who have validly exercised their appraisal rights under Delaware law, will be converted into the right to receive $3.75 in cash. Consummation of the Merger is subject to customary closing conditions, including the approval of the Company's stockholders. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On January 7, 2013, in connection with the Merger, David Lockwood, Chief Executive Officer of the Company, sent an e-mail to the Company's employees notifying them of the Merger. The e-mail is attached hereto as Exhibit 99.2 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                   Exhibit
99.1           Press Release, issued by the Company, dated January 7, 2013
99.2           E-mail from David Lockwood, Chief Executive Officer of
               EnergySolutions, Inc., to the Company's employees, dated January 7,
               2013.


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