Item 1.02 Termination of a Material Definitive Agreement.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the consummation of the Merger, on
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Under the terms of the Merger Agreement, at the Effective Time, each share of
common stock, par value
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which was filed as Exhibit 2.1 to Neenah's Current Report on
Form 8-K filed with the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer or Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
Item 3.03 Material Modifications to Rights of Security Holders.
The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each holder of Neenah Common Stock immediately prior to the Effective Time ceased to have any rights as a shareholder of Neenah other than the right to receive the Merger Consideration pursuant to the Merger Agreement.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
2
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At the Effective Time, as contemplated under the Merger Agreement, Merger Sub merged with and into Neenah, with Neenah surviving the Merger as a direct wholly owned subsidiary of Mativ.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Effective as of the Effective Time, all of the directors of Neenah tendered
their resignations and ceased serving as directors of Neenah and all committees
of the board of directors on which such directors served.
In addition, effective as of the Effective Time, all of the Section 16 officers
of Neenah ceased serving in their capacities as officers of Neenah, except that
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the consummation of the Merger, on
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofMarch 28, 2022 , by and amongNeenah, Inc ,Mativ Holdings, Inc. (f/k/a Schweitzer-Mauduit International, Inc.) andSamurai Warrior Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onMarch 28, 2022 ). 3.1 Amended and Restated Certificate of Incorporation ofNeenah, Inc. 3.2 Amended and Restated Bylaws ofNeenah, Inc. 99.1 Joint Press Release ofNeenah, Inc. andMativ Holdings, Inc. , datedJuly 6, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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