CHICAGO – SP Plus Corporation (NASDAQ: NASDAQ:), a leading provider of parking management and mobility solutions, announced today that its shareholders have overwhelmingly approved the proposed merger with Metropolis Technologies, Inc. This decision was reached during a special meeting of stockholders held on Thursday, where approximately 99.94% of votes cast were in favor of the agreement.
The merger agreement, initially dated October 4, 2023, stipulates that SP Plus will merge with a direct, wholly owned subsidiary of Metropolis, with SP Plus surviving the merger as a subsidiary of Metropolis. Stockholders of SP Plus are set to receive $54.00 per share in cash, without interest and subject to any required tax withholding, upon the closing of the merger.
This approval by SP Plus stockholders satisfies one of the necessary conditions for the completion of the merger. However, the merger is still subject to other closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
On February 5, 2024, both SP Plus and Metropolis received a request for additional information from the Antitrust Division of the Department of Justice, which extends the waiting period under the act until 30 days after both companies have complied with the request, unless terminated sooner by the DOJ or extended voluntarily by the parties involved.
The companies have committed to fully cooperate with the DOJ in its review of the merger. Detailed results of the vote will be disclosed in a Form 8-K, which SP Plus will file with the U.S. Securities and Exchange Commission.
Morgan Stanley & Co LLC (NYSE:) and Skadden, Arps, Slate, Meagher & Flom LLP are serving as financial and legal advisors to SP Plus, respectively. Metropolis has enlisted the advisory services of Goldman Sachs & Co (NYSE:). LLC and BDT & MSD Partners, LLC, with legal counsel from Willkie Farr & Gallagher LLP and Fenwick & West LLP.
SP Plus is known for integrating technology with operations management to deliver efficient mobility solutions. The company employs over 20,000 team members across North America and Europe.
This merger is expected to close upon meeting the remaining conditions, as both SP Plus and Metropolis work through the regulatory process. The information regarding this merger is based on a press release statement.
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