Concurrent with the negotiation of the Elliott Rollover, the parties to the
consolidated stockholder litigation commenced in connection with Parent's
proposed acquisition of BMC have reached an agreement in principle (the
"Agreement") to provide for the settlement of all claims related to such
litigation. The Agreement provides for, among other things, a stay of all
proceedings in such litigation, and releases for all defendants and their
agents, from all claims arising from or in
connection with such litigation. Under the Agreement, promptly following
approval of the settlement by the Delaware Chancery Court, but no sooner than
the closing of the transaction, $12.4 million in cash (the "Payment") will be
distributed pro rata to all holders of BMC common stock and equity awards as of
the closing. BMC will use funds taken from the proceeds of the Elliott Rollover
to fund all of the Payment. Elliott will waive its right to participate in such
payment, such that the entire Payment will be distributed to the other equity
holders of BMC. The Agreement is subject to entering into a Memorandum of
Understanding and other final documentation, approval by the Delaware Chancery
Court, consummation of the proposed acquisition of BMC, and completion of the
Elliott Rollover. In light of the settlement and the related provision of the
Payment, the Board withdrew its request for an increase in the Merger
Consideration in connection with the Elliott Rollover.
In connection with transactions contemplated by the Merger Agreement, China'sMinistry of Commerce notified the parties on July 8, 2013 that it had formally
accepted their notification. The mandatory waiting periods under China's
Anti-Monopoly Law have not yet expired or been terminated. On July 17, 2013, the
Committee on Foreign Investment in the United States notified the parties that
it had opened an investigation of the transactions contemplated by the Merger
. . .
Item 5.07 Submission of Matters to a Vote of Security Holders.
Also on July 24, 2013, the Company held a special meeting of stockholders (the
"Special Meeting") to consider certain proposals related to the merger of the
Merger Sub with and into the Company (the "Merger") with the Company continuing
as the surviving corporation in the Merger.
As of June 24, 2013, the record date for the Special Meeting, there were
141,454,283 shares of the Company's common stock, par value $0.01 per share,
outstanding, each of which was entitled to one vote for each proposal at the
Special Meeting. Set forth below are the final voting results for each of the
proposals voted on at the Special Meeting as certified by the inspector of
elections. For more information on each of these proposals, see the Company's
definitive proxy statement filed with the Securities and Exchange Commission on
June 25, 2013.
Proposal 1: A proposal to adopt the Merger Agreement.
For Against Abstain
95,033,127 234,219 532,730
Proposal 2: A proposal to approve, on an advisory (non-binding) basis, specified
compensation that may become payable to the named executive officers of the
Company in connection with the Merger.