Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - AIRVANA INC | b80352exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 2010
AIRVANA, INC.
Delaware | 001-33576 | 04-3507654 | ||
(State or Other Juris- diction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
19 Alpha Road | ||
Chelmsford, MA | 01824 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (978) 250-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01. | Completion of Acquisition or Disposition of Assets |
As previously disclosed, Airvana, Inc., a Delaware corporation (Airvana), entered into an
Agreement and Plan of Merger (the Merger Agreement), dated as of December 17, 2009, by and among
72 Mobile Holdings, LLC, a Delaware limited liability company (Holdings), 72 Mobile Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of Holdings (Acquisition Corp.), and
Airvana. On April 9, 2010, at a special meeting of Airvana stockholders held in Boston,
Massachusetts, Airvana stockholders adopted the Merger Agreement by
the required vote. On April 9,
2010, in accordance with the Merger Agreement and the Delaware General Corporation Law, Acquisition
Corp. merged with and into Airvana (the Merger), with Airvana continuing as the surviving
corporation of the Merger and becoming a wholly-owned subsidiary of Holdings.
Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 9, 2010, Airvana notified the Nasdaq Global Select Market (Nasdaq) of the
consummation of the Merger and requested that trading in Airvanas common stock, par value $0.001
per share (the Common Stock), be suspended and that the Common Stock be withdrawn from listing on
Nasdaq as of the close of market on April 9, 2010. Nasdaq will file with the Securities and
Exchange Commission (SEC) a Notification of Removal from Listing and/or Registration under
Section 12(b) of the Securities Exchange Act of 1934, as amended, on Form 25 to delist and
deregister the Common Stock. As a result, the Common Stock will no longer be listed on Nasdaq.
Item 3.03. | Material Modification to Rights of Security Holders. |
Under the terms of the Merger Agreement, each share of Common Stock outstanding immediately
prior to the effective time of the Merger (other than shares held by the Company as treasury shares
or Holdings or any of its subsidiaries, including shares contributed to Holdings immediately prior
to the completion of the Merger by Randall Battat and related trusts, Vedat Eyuboglu, his spouse
and related trusts, and Sanjeev Verma, his spouse and related trusts), subject to certain
exceptions described in the Merger Agreement, was converted into the right to receive $7.65 in
cash, without interest and less any applicable withholding taxes. All outstanding Airvana stock
option awards under Airvanas 2000 Stock Incentive Plan and Airvanas 2007 Stock Incentive Plan
were cancelled in the Merger, and the holders thereof were entitled to receive a cash payment from
Holdings in an amount equal to the number of shares subject to such options multiplied by an amount
equal to $7.65 less the applicable exercise price without interest.
The foregoing description of the Merger Agreement and the transactions contemplated thereby
does not purport to be complete and is subject to, and qualified in its entirety by,
the Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to Airvanas
Current Report on Form 8-K filed with the SEC on December 18, 2009.
Item 5.01. | Changes in Control of Registrant. |
The information disclosed in Item 2.01 is hereby incorporated by reference.
Upon the effective time of the Merger, (i) Airvana became a wholly-owned subsidiary of
Holdings and (ii) all of Airvanas directors immediately prior to the Merger resigned from Airvanas board of
directors. The aggregate consideration paid in connection with the Merger was approximately $540
million, which amount was funded from a combination of equity financing, debt financing and cash of
Airvana.
-1-
Item 8.01. | Other Events. |
On April 9, 2010, Airvana issued a press release announcing that (i) at a special meeting of
Airvana stockholders held in Boston, Massachusetts on April 9, 2010, its stockholders voted to
adopt the Merger Agreement and (ii) subsequent to the stockholders adoption of the Merger
Agreement, the parties consummated the Merger.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference in its entirety.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
See the Exhibit Index attached to this Current Report on Form 8-K, which is incorporated
herein by reference.
-2-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AIRVANA, INC. |
||||
Date: April 9, 2010 | By: | /s/ Jeffrey D. Glidden | ||
Jeffrey D. Glidden | ||||
Vice President, Chief Financial Officer (Principal Financial Officer) |
||||
-3-
EXHIBIT INDEX
Exhibit No. | Description | |||
99.1 | Press Release, dated April 9, 2010 |
-4-