Item 2.01. Completion of Acquisition or Disposition of Assets.
At a special meeting of stockholders held on January 30, 2013 (the “Special Meeting”), the stockholders of Young Innovations, Inc., a Missouri corporation (the “Company”), adopted the Agreement and Plan of Merger dated as of December 3, 2012 (the “Merger Agreement”) by and among the Company, Young Innovations Holdings LLC, a Delaware limited liability company (“Parent”), and YI Acquisition Corp., a Missouri corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and approved the merger contemplated thereby (the “Merger”).
On January 31, 2013, the Company filed a summary articles of merger with the Secretary of State of the State of Missouri and completed the Merger, pursuant to which Merger Sub merged with and into the Company, resulting in the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent. Parent is controlled by private equity funds associated with Linden Capital Partners (“Linden”).
As a result of the Merger, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares (i) held by the Company in treasury, (ii) owned by Parent or Merger Sub or any of their affiliates, or (iii) held by stockholders who had perfected and not withdrawn a demand for appraisal rights under Missouri law) was cancelled and converted automatically into the right to receive $39.50 in cash (the “Per Share Merger Consideration”), without interest and subject to any tax withholding. In addition, at the effective time, (a) each outstanding share of the Company’s common stock subject to vesting or other lapse restrictions (“restricted stock”) was vested in full and became free of such restrictions, and was cancelled and extinguished and automatically converted into the right to receive the Per Share Merger Consideration, without interest and subject to any tax withholding, and (b) each outstanding option to acquire the Company’s common stock with an exercise price less than $39.50 per share was cancelled and converted automatically into the right to receive an amount in cash equal to the excess of $39.50 over the per share exercise price of the stock option, without interest and subject to any tax withholding, for each share for which the option would have been exercisable. The total amount of consideration payable in connection with the Merger, including with respect to restricted stock and stock options, is approximately $314.0 million in cash. The funds used by Parent to consummate the Merger are from (a) equity contributions by funds affiliated with Linden and certain other co-investors and (b) proceeds from debt financing provided by Madison Capital Funding LLC, Golub Capital LLC (on behalf of itself and/or one or more of its affiliates), Ares Capital Corporation, Maranon Capital, L.P., Audax Mezzanine Fund III, L.P., CFIG Polished Co-Invest SPV, LLC and certain other lenders.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
