Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, MDH Acquisition Corp., a Delaware corporation ("MDH"),
entered into that certain Business Combination Agreement, dated as of July 21,
2021, as amended by that certain Amendment No. 1 to the Business Combination
Agreement, dated as of December 30, 2021 (as amended, supplemented or otherwise
modified from time to time, the "Business Combination Agreement"), by and among
(i) MDH, (ii) OP Group Holdings, LLC, a Delaware limited liability company ("OP
Group"), (iii) Paylink Holdings Inc., a Delaware corporation ("Blocker"), (iv)
Normandy Holdco LLC, a Delaware limited liability company ("Blocker Owner"), (v)
Olive Ventures Holdings, Inc., a Delaware corporation and wholly-owned
subsidiary of Blocker ("PubCo"), (vi) Milestone Merger Sub Inc., a Delaware
corporation and wholly-owned subsidiary of PubCo ("Milestone Merger Sub"),
(vii) MDH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of
PubCo ("MDH Merger Sub"), and (viii) CF OMS LLC, a Delaware limited liability
company ("CF OMS", and collectively, the "Contracting Parties")
On April 1, 2022, MDH and OP Group entered into that certain Termination of
Business Combination Agreement (the "Termination Agreement") pursuant to which
MDH and OP Group mutually agreed to terminate the Business Combination Agreement
pursuant to Section 13.1(a) thereof. Except as otherwise set forth in the
Business Combination Agreement, none of the Contracting Parties shall have any
further liability thereunder.
As a result of the termination of the Business Combination Agreement, the
Business Combination Agreement is of no further force and effect, with the
exception of (i) the agreements contained in Section 9.9(a) (Communications;
Press Release; SEC Filings), Section 9.10 (Expenses), Section 13.2 (Effect of
Termination) and Article XIV (Miscellaneous) of the Business Combination
Agreement, (ii) any corresponding definitions to the foregoing clause (i) set
forth in Section 1.1 (Certain Definitions) of the Business Combination Agreement
and (iii) the Confidentiality Agreement, dated as of February 8, 2021, by and
between MDH and OP Group, each of which shall each survive the termination of
the Business Combination Agreement and continue in full force and effect in
accordance with their respective terms. Neither party will be required to pay
the other a termination fee as a result of the mutual decision to enter into the
Termination Agreement.
The termination of the Business Combination Agreement also terminates and makes
void the Transaction Support Agreement (as defined in the Business Combination
Agreement) and the Sponsor Letter Agreement (as defined in the Business
Combination Agreement), each of which were executed concurrently with the
Business Combination Agreement.
The foregoing descriptions of the Business Combination Agreement, the
Termination Agreement, the Transaction Support Agreement, and the Sponsor Letter
Agreement are not complete and are qualified in their entirety by reference to
and the terms and conditions of, respectively, (i) the Business Combination
Agreement, a copy of which was previously filed as Exhibit 2.1 to MDH's Current
Report on Form 8-K on July 21, 2021, (ii) Amendment No. 1 to Business
Combination Agreement, a copy of which was previously filed as Exhibit 2.1 to
MDH's Current Report on Form 8-K on December 30, 2021, (iii) the Termination
Agreement, a copy of which is filed with this Current Report on Form 8-K as
Exhibit 10.1, and the terms of which are incorporated by reference herein,
(iv) the Transaction Support Agreement, a copy of which was previously filed as
Exhibit 10.2 to MDH's Current Report on Form 8-K on July 21, 2021, and (v) the
Sponsor Letter Agreement, a copy of which was previously filed as Exhibit 10.3
to MDH's Current Report on Form 8-K on July 21, 2021.
Item 8.01. Other Events.
On April 4, 2022, MDH and OP Group issued a joint press release announcing the
termination of the Business Combination Agreement. A copy of the press release
is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Termination of Business Combination Agreement, dated as of April 1,
2022, by and among MDH Acquisition Corp. and OP Group Holdings, LLC.
99.1 Press Release, dated April 4, 2022.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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