Background of the Merger. 12 The Special Committee's and the Instron Board's Recommendation......................................... 23
Background of the Merger. 1 Purpose, Structure and Reasons for the Merger....................................... 9 Fairness of the Merger; Recommendations............................................. 10
Background of the Merger. Purpose of the Transaction.... 7
Background of the Merger. The Special Committee selected Lehmxx Xxxthers based upon its reputation as an investment banking firm of international standing and based upon the recommendation of outside counsel to the Special Committee. The Special Committee did not undertake a formal interview process to select its financial advisor; rather the Special Committee considered the qualifications of a variety of nationally recognized investment banking firms. After interviewing Lehmxx Xxxthers and negotiating the terms of Lehmxx Xxxthers' engagement, the Special Committee selected Lehmxx Xxxthers as its exclusive independent financial advisor in connection with the Merger. At the commencement of its engagement, Lehmxx Xxxthers was paid a retainer fee of $100,000. Upon delivery of the Lehmxx Xxxnion, Lehmxx Xxxthers was paid an additional fee of $900,000. If the Merger is completed, Lehmxx Xxxthers will receive an additional fee of $2,000,000. Lehmxx Xxxthers will also be reimbursed for its out-of-pocket expenses in connection with the Merger. See "THE MERGER --
Background of the Merger. As part of its ongoing consideration and evaluation of Village’s long-term prospects and strategy, the Village board of directors and senior management periodically review and assess its business strategy and objectives. In reviewing its strategic alternatives, the Village board has recently discussed the changes in the financial services industry and the regulatory environment as well as other challenges facing community banks like Village. These challenges have included increasing government regulation, expense burdens related to technology and training, competition in the delivery of financial products and services, and an interest rate environment that has resulted in pressure on interest rate spreads and margins. These discussions have also addressed potential strategic alternatives that might be available to Village, including organic growth opportunities, potential mergers and acquisitions, and capital planning, all with the goal of enhancing long-term shareholder value. In addition, Village’s senior management team has had, from time to time, informal discussions with representatives of other financial institutions and periodically has received informal inquiries from third parties regarding potential business combination transactions. In January 2024, the Village board devoted a portion of its regular meeting to discussing possible strategic transactions with other financial institutions, including the potential for partnering with a similarly sized institution in a merger of equals transaction or pursuing a merger with a larger institution. A representative of Xxxxxx participated in the meeting to provide insight into the community banking industry along with observations regarding strategic alternatives potentially available to Village. Xxxxxx shared with the Village board, among other information, data from recent business combination transactions that involved financial institutions similar to Village and the potential prices that Village could reasonably expect to receive in a sale of the company. The Village board discussed the information provided and the alternatives available to Village, and decided to continue to monitor and consider such alternatives at future meetings. During the remainder of the first quarter and second quarter of 2024, Xxxxx X. Xxxxxxxxx, Xx., President and Chief Executive Officer of Village and Village Bank, had several discussions with a representative of Xxxxxx to stay informed about the mergers and acquisitions e...
Background of the Merger. 29 Advantages and Disadvantages of the Merger; Recommendation of the EQR Board of Trustees........................... 32 Advantages and Disadvantages of the Merger; Recommendation of the Merry Land Board of Directors................... 34
Background of the Merger. 3 Recommendation of the Company Board; Fairness of the Offer and the Merger................................................................. 9 Opinion of Xxxxxxx, Xxxxx & Co. ........................................ 11 Interests of Certain Persons in the Merger.............................. 15
Background of the Merger. 30 Finish Line’s Reasons for the Merger; Recommendation of Finish Line’s Board of Directors . . . . . . . 41 Negotiations, Transactions, or Material Contacts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Opinions of the Finish Line Special Committee’s Financial Advisors . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Background of the Merger. 34 Recommendation of the SemGroup Board of Directors and Reasons for the Merger . . . . . . . . . . . . . . . . 41 Opinion of SemGroup’s Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Energy Transfer’s Reasons for the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 SemGroup Unaudited Prospective Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Interests of SemGroup’s Directors and Executive Officers in the Merger . . . . . . . . . . . . . . . . . . . . . . . . . 54 Securities Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Background of the Merger. 51 Recommendation of the Metro Board of Directors and Reasons for the Merger . . . . . . . . . . . . . . . . . . 57 Opinion of Xxxxxxx X’Xxxxx & Partners, L.P. in Connection with the Merger . . . . . . . . . . . . . . . . . . . . . 60 Certain Metro Prospective Financial Information Provided to the Financial Advisors . . . . . . . . . . . . . . 72
