A Steris (NYSE:STE) shareholder sued the company over issues with tax reimbursements being distributed to board members and executives to cover tax liability due to the company’s merger with Synergy Health, according to an SEC filing.
U.S. tax laws impose a 15% excise tax on stock owned by executives and directors for the 6 months before and after a merger transaction.
The company settled with the plaintiff in the case, releasing full details of “make-whole” payments it made and agreeing to not grant any new stock compensation to any of the “individual defendants in the action during the period from September 28, 2015 through the period 6 months following the closing date of the combination,” according to the filing.
The company has not yet had completed the settlement, according to the filing, saying it is still “subject to customary conditions, including the approval of the Court.” The company did, however, release updated information on the compensation it plans to provide upon closure of the merger.
The company said the “make-whole” payments were considered at 3 separate meetings of the board and 3 meetings of the compensation committee before approving the compensations.
|Walter M Rosebrough, Jr.||$3,697,781|
|Michael J. Tokich||$2,450,421|
|J. Adam Zangerle||$932,480|
|Sudhir K. Pahwa||$935,510|
|Kathleen L. Bardwell||$570,538|
|Suzanne V. Forsythe||$418,930|
|Robert E. Moss||$310,833|
|Richard C. Breeden||$574,699|
|Cynthia L. Feldmann||$268,071|
|Jacqueline B. Kosecoff||$815,751|
|David B. Lewis||$392,017|
|Kevin M. McMullen||$303,555|
|Mohsen M. Sohi||$515,339|
|John P. Wareham||$575,433|
|Loyal W. Wilson||$843,478|
|Michael B. Wood||$521,001|
Last week, a federal judge shot down the U.S. Federal Trade Commission’s bid to block the pending, $1.9 billion merger.
The FTC claimed that Synergy was ready to bring new X-ray sterilization technology to the U.S., but pulled the plug after Steris put up its $1.9 billion offer and the FTC opened its investigation.
Judge Dan Polster of the U.S. District Court for Northern Ohio today rejected the FTC’s argument, ruling that Synergy decided to abandon the X-ray plan for legitimate business reasons.