3//SEC Filing
Alphabet Merger Sub Inc. 3
Accession 0000899243-17-029626
CIK 0001640313other
Filed
Dec 26, 7:00 PM ET
Accepted
Dec 27, 4:41 PM ET
Size
9.0 KB
Accession
0000899243-17-029626
Insider Transaction Report
Form 3
HERSHEY CO
10% OwnerOther
Holdings
- 0(indirect: See Footnotes)
Common Stock, par value $0.0001
Alphabet Merger Sub Inc.
10% OwnerOther
Holdings
- 0(indirect: See Footnotes)
Common Stock, par value $0.0001
Footnotes (4)
- [F1]On December 17, 2017, Issuer, The Hershey Company, a Delaware corporation ("Parent"), and Alphabet Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Acquisition Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Parent has agreed that Acquisition Sub will commence a cash tender offer (the "Offer") to acquire all of the issued and outstanding shares of common stock, par value $0.0001 per share, of Issuer ("Common Stock"). The Merger Agreement provides that, following the consummation of the Offer and subject to the terms and conditions of the Merger Agreement, Acquisition Sub will merge with and into Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with Issuer being the surviving corporation.
- [F2]Parent and Acquisition Sub may be deemed to have beneficial ownership of 42,567,047 shares of Common Stock held by the directors, certain executive officers and certain stockholders of Issuer (collectively, the "Supporting Stockholders") as a result of entering into support agreements, dated as of December 17, 2017, with the Supporting Stockholders (the "Support Agreements"). A copy of the form of support agreement that Parent and Acquisition Sub entered into with the Supporting Stockholders was filed as an exhibit to Issuer's Current Report on Form 8-K filed on December 18, 2017.
- [F3](continued from Footnote 2) Pursuant to the Support Agreements, the Supporting Stockholders agreed, among other things, to tender his, her or its shares (the "Subject Shares") of Common Stock pursuant to the Offer. The Subject Shares represent, in the aggregate, approximately 57% of the shares of Common Stock outstanding as of December 17, 2017 (including shares of Common Stock subject to equity awards granted to directors and executive officers). Subject to the terms and conditions of the Support Agreements, the Supporting Stockholders agreed, among other things, to tender their shares of Common Stock in the Offer no later than ten business days following the commencement of the Offer. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by Parent or Acquisition Sub that it is the beneficial owner of the Shares referred to herein and such beneficial ownership is expressly denied.
- [F4]Parent and Acquisition Sub do not have any pecuniary interest in any of the Subject Shares.
Documents
Issuer
Amplify Snack Brands, INC
CIK 0001640313
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001726519
Filing Metadata
- Form type
- 3
- Filed
- Dec 26, 7:00 PM ET
- Accepted
- Dec 27, 4:41 PM ET
- Size
- 9.0 KB