InterDigital Inc (IDCC)

[FISH21049]

InterDigital, Inc. Document: 8-K -- filed 4-3-2018

http://ir.interdigital.com/Cache/392873947.pdf

Holding Company Reorganization
On April 3, 2018, for the purpose of reorganizing its holding company structure, InterDigital, Inc., a Pennsylvania corporation and
existing NASDAQ-listed registrant (the “Predecessor Company”), executed an Agreement and Plan of Merger (“Merger Agreement”) with
InterDigital Parent, Inc., a Pennsylvania corporation (the “Successor Company”) 100% owned by the Predecessor Company, and another newly
formed Pennsylvania corporation owned 100% by the Successor Company (“Merger Sub”). Pursuant to the Merger Agreement, on April 3, 2018,
Merger Sub merged (the “Merger” or “Reorganization”) with and into the Predecessor Company with the Predecessor Company surviving. As a
result of the Merger, the Predecessor Company is now a wholly-owned subsidiary of the Successor Company. Neither the business conducted by
the Successor Company and the Predecessor Company in the aggregate, nor the consolidated assets and liabilities of the Successor Company and
the Predecessor Company, in the aggregate, will change as a result of the Reorganization. A copy of the Merger Agreement is attached hereto as
Exhibit 2.1.
At the time the Merger Agreement was executed, the Successor Company was a direct, wholly owned subsidiary of the Predecessor
Company and Merger Sub was a wholly-owned subsidiary of the Successor Company and an indirect subsidiary of the Predecessor Company.
Pursuant to Section 321(d)(4) of the Pennsylvania Business Corporation Law of 1988, shareholder approval was not required for the Merger.
By virtue of the Merger, each share of the Predecessor Company’s outstanding common stock has been converted, on a
share-for-share basis, into a share of common stock of the Successor Company. As a result, each shareholder of the Predecessor Company has
become the owner of an identical number of shares of common stock of the Successor Company.
Immediately following the Reorganization, the Successor Company was renamed as “InterDigital, Inc.” just like the Predecessor
Company’s name prior to the Merger, and the Predecessor Company was renamed “InterDigital Wireless, Inc.” The Successor Company’s
common stock will be traded under the name “InterDigital, Inc.” and will continue to be listed on the NASDAQ Global Select Market under the
ticker symbol “IDCC.” Furthermore, the CUSIP number for the Successor Company’s common stock will be the same as the CUSIP number was for
the Predecessor Company’s common stock.

MORE UNDER THE 8-K

i wonder whether this was necessary or whether this is just another 'shell' of something for some other purpose ! ! ! WHY NOT JUST K.I.S.S. [KEEP IT SIMPLE, STUPID] ? ? ?