Simplify 100 words or less: As described in a Current Report filed on March 15, 2024, on March 12, 2024, Odyssey Semiconductor Technologies, Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Odyssey Semiconductor, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Seller”), JR2J, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller (“JR2J”, together with the Seller and the Company, the “Seller Parties”), and a large semiconductor company (“Buyer”). Pursuant to the Asset Purchase Agreement and subject to the satisfaction or waiver of certain conditions and limitation provided therein, including the Go-Shop Provisions noted below, the Seller Parties will sell, transfer and assign substantially all of their asset to the Buyer.
The parties to the Asset Purchase Agreement have agreed, and the board of directors of the Company (the “Board”) has determined, that the Buyer’s name will be withheld as confidential for a period beginning on the date of the Asset Purchase Agreement and continuing for 20 calendar days until 11:59 p.m. EST, April 1, 2024 (such period, the “Go-Shop Period”), while the Board carry out its obligations under the Go-Shop Provisions.
The Go-Shop Period expired at 11:59p.m. EST, April 1, 2024.
Pursuant to the Asset Purchase Agreement, the Company and its representatives had the right to solicit and consider alternative acquisition proposals from third parties during the Go-Shop Period. The Company did not receive any alternative acquisition proposals from any third party during the Go-Shop Period.
In addition, pursuant to the Asset Purchase Agreement, the Parties have agreed to continue to withhold the name of the Buyer until the result of the Special Meeting is announced in a Current Report on Form 8-K to be filed at the time of such meeting, except as disclosed in the Proxy Statement (as defined below) to the stockholders of the Company or otherwise disclosed by the Buyer.
As previous disclosed, the Asset Sales shall be closed on or around July 1, 2024, but no later than July 10, 2024 (the “Closing Date”), subject to the satisfactions of certain conditions, including (i) the approval of the Asset Purchase Agreement, the Asset Sales and other related matters by the stockholders of the Company, (ii) the deliveries of the assets acquired under the Asset Sales, including necessary assignments, assumptions, transfer, conveyance or otherwise; (iii) a Phase 1 Environmental Site Assessment (ESA), (iii) the receipt of authorizations and consents from relevant third parties regarding certain assets; and (vi) other customary conditions.
The Company is expected to organize a special meeting (the “Special Meeting”) of stockholders on or about June 3, 2024 for the approval of the Asset Purchase Agreement, the Asset Sales and other related matters by the stockholders of the Company. We will prepare and mail a proxy statement to the registered stockholders of the Company (the “Proxy Statement”), in accordance with requirements of the law of the state of Delaware. The Proxy Statement and a proxy card will be mailed to stockholders as of a record date] to be established for voting at the stockholders’ meeting of the Company relating to the proposed transactions. Stockholders will also be able to obtain a copy of the Proxy Statement and proxy card without charge from the Company or on behalf of the company through Broadridge Financial Solutions, Inc.
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And here's what it basically said in 100 words or less:
Odyssey Semiconductor Technologies, Inc. agreed to sell its assets to an unnamed buyer. During a 20-day "Go-Shop Period," the company had the opportunity to seek alternative offers but received none. The buyer's identity remains confidential until a special meeting of shareholders around June 3, 2024. The sale is expected to close between July 1 and July 10, 2024, contingent upon various conditions being met, including shareholder approval and environmental assessments. Shareholders will receive a Proxy Statement for voting on the transaction, and copies can be obtained for free.
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