Item 2.01 Completion of Acquisition or Disposal of Assets.
As stated earlier, on
Pursuant to the merger agreement, Merger Sub has launched a tender offer for the purchase of all outstanding common shares of the company, par value
The Offer and the right of withdrawal expired at
Following payment by Merger Sub for the Shares tendered in response to the Offer, to
The foregoing description of the Offer, the Merger and the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the Merger Agreement, a copy of which was filed in as long as
Exhibit 2.1 to the current report on Form 8-K filed by the company with the
Section 3.03 Material Change in Rights of Securityholders.
The information provided in Sections 2.01, 5.01, 5.03 and 8.01 is incorporated into this Section 3.03.
Article 5.01 Change of control of the holder.
Prior to the Offer and Merger, Parent held 81.1% of the issued and outstanding shares of the Company. As a result of the Offer and the Merger, the Company has become a wholly owned subsidiary of the Parent Company from the Effective Time. The aggregate cash consideration paid by Parent in connection with the Offer and the Merger is approximately
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The information provided in Sections 2.01, 5.03 and 8.01 of this Current Report on Form 8-K is incorporated into this Section 5.01.
Article 5.02 Departure of directors or certain officers; Election of directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At actual time,
With regard to the above succession appointments of Messrs. King, Kunash and VanDeusen (each, a “Named Person”): (i) there is no arrangement or understanding between the Named Person and any other person; (ii) no material plan, contract or arrangement has been entered into with the Named Person, and no plan, contract or arrangement with any Named Person has been materially altered; and (iii) no award of an award to the nominee or modification of an existing award has been made. Furthermore, none of the Nominees has any family ties with a director or other officer of the Company or a person designated or chosen by the Company to become a director or officer. In addition, except for their roles as directors and/or officers of the parent company or its other subsidiaries, none of the named persons has a direct or indirect material interest in a transaction that would require a declaration in under Regulation SK 404(a).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Pursuant to the terms of the Merger Agreement, effective the Effective Time, the Certificate of Incorporation and Articles of Association of the Company have been amended and restated. Copies of the Amended and Restated Certificate of Incorporation and Amended and Restated Articles of Association effective as of the Effective Time are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. .
- 2 - Item 8.01 Other Events
Pursuant to the merger agreement, the Company will file a Form 15 with the
From the Effective Time, the Company became a wholly owned subsidiary of the Parent Company. Accordingly, the common shares of the Company will no longer be listed on the Pink Sheets after the Effective Time.
Item 9.01 Financial statements and supporting documents.
Exhibit No. Description 2.1* Agreement and Plan of Merger dated
March 23, 2022, by and among International Baler Corporation, Avis Industrial Corporation, and AIC Merger Sub, Inc(incorporated by reference to Exhibit 2.1 in the Company's Form 8-K filed on March 25, 2022). 3.1 Amended and Restated Certificate of Incorporation of International Baler Corporationas of May 27, 2022. 3.2 Amended and Restated By-laws of International Baler Corporationas of May 27, 2022. 104 Cover Page Interactive Data File (embedded within the inline XBRL document).
* Appendices and exhibits have been omitted in accordance with Rule SK 601(b)(2).
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