Gross Izhak 4
4 · MAGICJACK VOCALTEC LTD · Filed Nov 16, 2018
Insider Transaction Report
Form 4
Gross Izhak
Director
Transactions
- Disposition to Issuer
Ordinary shares
2018-11-14$8.71/sh−15,108$131,591→ 0 total
Footnotes (4)
- [F1]On November 14, 2018 (the "Closing Date"), B. Riley Financial, Inc. ("B. Riley") acquired the Issuer pursuant to the Agreement and Plan of Merger, dated as of November 9, 2017 (the "Merger Agreement"), by and among the Issuer, B. Riley, and B. R. Acquisition Ltd., a wholly-owned subsidiary of B. Riley ("Merger Sub"). On the Closing Date, in accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger (the "Merger") as a wholly owned subsidiary of B. Riley.
- [F2]At the effective time of the Merger (the "Effective Time"), each ordinary share of the Issuer issued and outstanding immediately prior to the Effective Time (other than, if any, shares owned by B. Riley or Merger Sub, or by any wholly-owned subsidiary of B. Riley, Merger Sub, or the Issuer (except to the extent held for the benefit of a customer or a third party)), was automatically converted into the right to receive $8.71 per share in cash (the "Per Share Merger Consideration"), without interest and less any applicable withholding taxes required by law.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted share of the issuer ("Restricted Share") became vested as a result of the Merger, if and to the extent provided by the terms of the award or applicable Company equity plan, and any portion of the award that did not become so vested was forfeited. Each vested Restricted Share was, automatically and without any required action on the part of the holder, cancelled and converted into the right to receive, following the Effective Time, a cash payment equal to the Per Share Merger Consideration, without interest and less any applicable withholding taxes required by law.
- [F4]Represents (i) 12,775 ordinary shares owned directly and (ii) 2,333 Restricted Shares outstanding immediately prior to the Effective Time which became vested as a result of the Merger.