INTERNATIONAL BALER CORP: completion of acquisition or disposal of assets, material change in the rights of security holders, change of control or registrant, change of directors or principal officers, changes in articles of association or regulations; Year change, other events, financial statements and exhibits (Form 8-K)

Item 2.01 Completion of Acquisition or Disposal of Assets.

As stated earlier, on March 23, 2022, International Baler Corporation (the “Company”) has entered into an agreement and plan of merger (the “Merger Agreement”) with Industrial Corporation Reviewsa Indiana company (“Parent”) and AIC Merger Sub, Inc.a wholly owned subsidiary of the parent company (“Merger Sub”).

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
$0.01 per share (the “Shares”), held by shareholders other than the parent company, at a price of $1.74 per share to the seller in cash without interest and less any applicable withholding taxes (the “Offer Price”) on the terms and subject to the conditions set forth in the Offer to Purchase, dated April 20, 2022 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

The Offer and the right of withdrawal expired at 5:00 p.m., New York City It’s time May 19, 2022 (expiration date”). American Stock Transfer and Trust Company, LLC, the depositary of the offer, has informed the parent company and the merged subsidiary that as of the expiry date, a total of 613,766 shares have been validly tendered and not validly withdrawn, pursuant to the offer, representing approximately 62 .7% of issued and outstanding shares. (not owned by the parent company) on the expiration date. All conditions of the Offer having been satisfied, Merger Sub has accepted and made payment for all Shares validly tendered and not validly withdrawn from the Offer.

Following payment by Merger Sub for the Shares tendered in response to the Offer, to
5:00 p.m. Eastern Timeon May 27, 2022 (the “Effective Date”), Merger Sub has amalgamated with and into the Company (the “Merger”), with the Company remaining the surviving company of the Merger. The merger was governed by Article 253 of the General Company Law of the State of Delaware (the “DGCL”) and was carried out without a vote of the shareholders of the Company. At the Effective Time, each Share which was not owned by Avis, Merger Sub, the Company or any shareholder of the Company who has duly requested a valuation pursuant to Section 262 of the DGCL under of the merger has been converted into the right to receive the Offer Price, without interest, less applicable withholding taxes. Each share held by Avis, Merger Sub and the Company immediately prior to the Effective Time has been canceled and ceases to exist, without such parties receiving any consideration in exchange.

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
Security and Exchange Commission (“SEC”) on March 25, 2022and is incorporated herein by reference.

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 $1.7 million, excluding transaction fees and related expenses. Parent funded this consideration with cash on hand.


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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, Ronald L. McDaniel, D. Roger Griffin, Lael E. Boren, William E. Nielsen, John J. Martorana and Martha R. Songer ceased to be a member of the board of directors of the Company. Also, at the actual time, Richard Van Deusen becomes a director of the Company, joining Gregory L. King on his board. In addition, at the Effective Time, D. Roger Griffin and William E. Nielsen ceased to be President and Chief Executive Officer of the Company and Chief Financial Officer of the Company, respectively, with Gregory L. King to succeed Mr. Griffon as President of the Company and John G. Kuhnash to succeed Mr. Nielsen as chief financial officer. The departures above were solely related to the Merger and not as a result of any disagreement with the Company, its management or its board of directors.

Gregory L. King is President and Chief Executive Officer of Parent, a position he has held for October 2020. Before that, Mr King was President and Chief Executive Officer of
The Harris Waste Management Co. (a wholly owned subsidiary of the parent company) of April 2016 at December 2020. Mr King became a member of the Board of Directors of the Company on September 4, 2021. He has also served as President of Merger Sub since its formation in March 2022.

John G. Kuhnash was appointed Vice President and Chief Financial Officer of Parent in October 2021. Previously, Mr Kuhnash served as Chief Financial Officer for
Down-Lite International, Inc. of April 2018 at October 2021and Chief Financial Officer of Thyssenkrupp Bilstein of America, Inc. of October 2015
at January 2018. He has also served as Treasurer of Merger Sub since its formation in
March 2022.

Richard Van Deusen was a director of Merger Sub since its inception in March 2022. He is also President and CEO of Harris Waste Management Group, Inc.position he has held since December 2020. Before that, Mr. VanDeusen served as Vice President, Finance of Altisource of April 2019 until
December 2020. Of February 2016 until February 2019 he was Senior Vice President of Recycling at WestRock Company.

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
           Year-End.



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. .


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 Item 8.01 Other Events



Pursuant to the merger agreement, the Company will file a Form 15 with the SECOND
on May 31, 2022to commence the process of terminating the registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and suspending the obligations of the Company submit periodic reports to the SECOND. Following the filing of Form 15 with the SECONDthe Company’s obligations to file periodic reports with the SECOND, including Forms 10-K, 10-Q and 8-K will be immediately suspended. The Company expects the de-registration to become effective 90 days after the Form 15 is filed. During this 90-day period, the Company and certain beneficial owners will remain subject to the DRY proxy rules and beneficial ownership reporting requirements.

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 Corporation as of May 27, 2022.
  3.2      Amended and Restated By-laws of International Baler Corporation as 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). The company agrees to provide in addition a copy of any appendix or document omitted from the SECOND on demand.

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