8-K
filed November 1, 2024, 7:59 PM ET
CIK 0000350868
M&A
confidence high
sentiment neutral
materiality 1.00
ITERIS, INC.: M&A transaction — Iteris acquired by Almaviva for $7.20 per share; stock delisted from Nasdaq
ITERIS, INC.
- All outstanding shares converted into $7.20 cash per share, aggregate consideration ~$337M.
- Iteris common stock ceased trading on Nasdaq; company will deregister with SEC.
- More than 98% of voted shares (71% of outstanding) approved the merger.
- Joe Bergera remains President and CEO; existing management team continues.
- Iteris will operate as a separate legal entity under Almaviva, retaining its brand.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gerard M. Mooney departed as Director at ITERIS, INC..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas L. Thomas departed as Director at ITERIS, INC..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gary Hall departed as Director at ITERIS, INC..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kimberly L. Valentine-Poska departed as Director at ITERIS, INC..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Laura L. Siegal departed as Director at ITERIS, INC..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dennis W. Zank departed as Director at ITERIS, INC..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
J. Joseph Bergera departed as Director at ITERIS, INC..
- Action
- ceased to be director
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christian De Felice was appointed as Director at ITERIS, INC..
- Action
- became
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger, each of J. Joseph Bergera, Gary Hall, Gerard M. Mooney, Laura L. Siegal, Thomas L. Thomas, Kimberly L. Valentine-Poska and Dennis W. Zank, the members of the board of directors of the Company immediately prior to the Effective Time, ceased to be directors of the Company at the Effective Time, and Christian De Felice, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company as of the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ITERIS, INC.: Amended and restated Certificate of Incorporation.
- Change
- charter amendment
Exact text from the filing
At the Effective Time, the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1 (the “Certificate of Incorporation”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ITERIS, INC.: Amended and restated Bylaws.
- Change
- bylaw amendment
Exact text from the filing
At the Effective Time, the Bylaws of the Company that were in effect immediately before the Effective Time were amended and restated to be in the form attached hereto as Exhibit 3.2 (the “Bylaws”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
ITERIS, INC. underwent a change of control involving Almaviva S.p.A. for $7.20 in cash (closed 2024-11-01).
- Action
- change of control
- Counterparty
- Almaviva S.p.A.
- Consideration
- $7.20 in cash
- Closing
- 2024-11-01
Exact text from the filing
and have complied in all respects with, Section 262 of the Delaware General Corporations Law, as amended) were automatically canceled and converted into the right to receive $7.20 in cash, without interest and less applicable withholding taxes (the “Merger Consideration”). As a result of the Merger, at the Effective Time, each option to purchase shares of
View on SEC.gov
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