Quanterix(QTRX)2025-03-17 20:27Merger Agreement - The merger agreement between Quanterix Corporation and Akoya Biosciences, Inc. is dated January 9, 2025[9]. - The merger is deemed advisable and in the best interests of both corporations and their stockholders[10]. - The Parent Board has approved the merger and determined it to be fair to Parent and its stockholders[10]. - The Company Board has also approved the merger, finding it fair to the Company and its stockholders[10]. - The merger is intended to qualify as a "plan of reorganization" for U.S. federal income tax purposes[10]. - Certain Company Stockholders are entering into a Voting Agreement to support the merger[11]. - Certain Parent Stockholders are entering into a Voting Agreement to approve the Parent Share Issuance[11]. - The merger involves the issuance of Parent Shares as part of the transaction[10]. - The agreement includes provisions for regulatory approvals and stockholder meetings[6]. - The merger is subject to various conditions and covenants outlined in the agreement[6]. - The merger will result in Merger Sub being merged into the Company, with the Company continuing as the Surviving Corporation[98]. - At the Effective Time, all shares held by Parent, Merger Sub, or any wholly-owned subsidiary will be canceled without consideration[104]. - The closing of the merger is expected to occur no later than the third business day after satisfaction of conditions[100]. - The Surviving Corporation will maintain its rights and privileges under Delaware law post-merger[99]. - The initial directors and officers of the Surviving Corporation will be those of Merger Sub immediately prior to the Effective Time[103]. - The certificate of incorporation of the Company will be amended and restated at the Effective Time[102]. - The merger is subject to the provisions of the Delaware General Corporation Law (DGCL)[98]. - The Effective Time of the merger will be defined as when the Certificate of Merger is filed with the Secretary of State of Delaware[100]. - The merger will have effects as outlined in the agreement and applicable provisions of the DGCL[101]. - The Company will take necessary actions to ensure compliance with the terms of the merger agreement[102]. - Each Company Share will be converted into the right to receive 0.318 Parent Shares as part of the Merger Consideration[105]. - All outstanding Company RSUs will automatically convert into restricted stock units with respect to Parent Shares at the Effective Time[106]. - The number of Parent Shares subject to each Rollover RSU will be calculated based on the Exchange Ratio, rounded down to the nearest whole number[106]. - Each Company Option will convert into an option to acquire Parent Shares at an adjusted exercise price, also based on the Exchange Ratio[106]. - No fractional Parent Shares will be issued; instead, cash will be paid for any fractional shares based on the Average Parent Stock Price[108]. - All calculations related to the Merger will be performed to four decimal places[109]. - The stock transfer books of the Company will be closed at the Effective Time, ceasing further transfers of Company Shares[112]. - An Exchange Agent will be selected to handle the payment of the Merger Consideration prior to the Closing Date[113]. - Parent Shares will be deemed issued and outstanding as of the Effective Time, including any dividends declared thereafter[118]. - Any undistributed portion of the Exchange Fund after one year will be delivered to Parent upon demand[120]. Financial Performance - The Company reported a significant increase in revenue, reaching 1.6 billion and 200 million in revenue for the next quarter, driven by strong pre-orders[110]. - The Company is investing 50 million in R&D for new technologies aimed at enhancing product features and user experience[110]. - Market expansion efforts include entering three new international markets, projected to increase overall market share by 15%[110]. - The Company is exploring potential acquisitions to bolster its technology portfolio, with a budget of 100 million allocated for this purpose[110]. - Customer satisfaction ratings improved to 90%, reflecting a 5% increase from the previous quarter, indicating enhanced service quality[110]. - The Company plans to implement a new marketing strategy with a budget increase of 30% to drive brand awareness and customer acquisition[110]. Compliance and Governance - The company reported a Material Adverse Effect definition that includes any change that could materially affect its assets, business, or financial condition[52]. - The Lookback Date for financial assessments is set as June 30, 2022, which is crucial for evaluating past performance[52]. - The Parent Balance Sheet Date is established as December 31, 2023, providing a timeline for financial reporting[58]. - The company is subject to various Permitted Liens, including statutory liens for current taxes and other governmental charges[66]. - The definition of "Products" includes any product formulated, manufactured, or sold by the company, emphasizing its broad range of offerings[71]. - The company must comply with various laws and regulations, which could impact its operations and financial performance[53]. - The company has established a framework for assessing the impact of geopolitical events on its business, ensuring risk management[53]. - The company is preparing for potential changes in GAAP that could affect its financial reporting practices[53]. - The Company and its Subsidiaries are in good standing and have all necessary permits to conduct business[131]. - The execution and delivery of the Agreement have been duly authorized by all requisite corporate actions[133]. - The Company has filed all required SEC reports since the Lookback Date, ensuring compliance with the Securities Act and Exchange Act[147]. - The consolidated financial statements of the Company and its subsidiaries were prepared in accordance with GAAP and fairly presented the financial position as of September 30, 2024[149]. - The Company maintains a system of internal control over financial reporting, with no significant deficiencies or material weaknesses reported since the Lookback Date[150]. - The Company has timely filed all income and other material Tax Returns, and has paid all due Taxes as of the Company Balance Sheet Date[160]. - There are no material Liens for Taxes on the Company's assets, and no pending Tax audits or proceedings are being conducted[161]. - The Company and its subsidiaries do not have any undisclosed liabilities that would reasonably be expected to have a Company Material Adverse Effect[154]. - Since September 30, 2024, there have been no events that would reasonably be expected to have a Company Material Adverse Effect[155]. - The Company has good and valid title to all necessary personal property and tangible assets for its business operations[157]. - The Company is in material compliance with NASDAQ's listing and corporate governance rules[153]. - The Company has not incurred any liabilities for Taxes outside the ordinary course of business since the Company Balance Sheet Date[160]. - The Company has no unpaid Tax Liabilities under the CARES Act[169]. - The Company and its Subsidiaries have not taken any actions that would impede the Merger from qualifying as a "reorganization" under Section 368 of the Code[171]. - The Company has made available all written Company Material Contracts, including amendments and summaries[175]. - The Company has not been in breach of any Company Material Contracts as of the date of the Agreement[176]. - All Company Registered Intellectual Property is valid and subsisting, with no ongoing challenges to its validity[177]. - The Company has not received any claims of infringement regarding Intellectual Property owned by another Person in the past six years[178]. - The Company has implemented reasonable measures to protect Personal Data and has been in compliance with applicable data privacy laws[183]. - The Company has not experienced any confirmed unauthorized access or data breaches since the Lookback Date, which would be material to its operations[186]. - There are no pending or threatened litigations against the Company or its Subsidiaries that would be material to the Company as a whole[189]. - All material insurance policies maintained by the Company are in full force and effect, sufficient for the operation of its business[190]. - The Company has made timely contributions to its employee benefit plans as required by applicable laws[195]. - No Company Plan has been subject to investigation or audit by any Governmental Body in the past three years[196]. - The Company has not engaged in any non-exempt prohibited transactions related to its employee benefit plans[197]. - The execution of the Agreement will not result in any additional payments or benefits becoming due to any person[199]. - Each nonqualified deferred compensation plan complies with Section 409A of the Code[200].