Plans for the Company. The Company does not currently have any operations. Following the completion of the Offer, the Purchaser may propose one or more transactions with the Company, which may include the lending of funds by the Company at competitive interest rates or even the liquidation of the Company. The Purchaser has not finalized any such plans or proposals. REVERSE SPLIT. Following the purchase of Class A Shares by the Purchaser pursuant to this Offer, the Purchaser may propose to the Company that the Company effectuate a 50,000 to 1 reverse stock split of the Class A Shares and the Class B Shares, with fractional shares paid in cash at the Offer Price (on a pre-split basis). The effect of such a reverse stock split may be to further reduce the number of holders of Class A Shares and Class B Shares; however, as the Company has already filed a Form 15 with the Commission, the Company's reporting obligations and registration status should not be further impacted by the Reverse Split other than by making it less likely that in the near future the number of stockholders of the Company would rise to a level that would require the Company to re-register with the Commission. Such a reduction may further limit the liquidity of the Class A Shares and the Class B Shares and may have the effect of cashing out stockholders of the Company that chose not to tender their Class A Shares pursuant to this Offer. Assuming the Minimum Condition is met, the Purchaser, with the Class A Shares and Class B Shares subject to the Lock-Up and Voting Agreement, will have sufficient votes to approve the Reverse Split. See Section 7. Except as otherwise described in this Offer to Purchase, the Purchaser has no current, definite plans or proposals that would relate to, or result in, any extraordinary corporate transaction involving the Company. The Tender Offer Agreement provides that, commencing upon the purchase of the tendered Class A Shares pursuant to the Offer, and from time to time thereafter, Purchaser will be entitled to designate directors to serve on the Board of Directors of the Company as described below under "The Tender Offer Agreement-Board of Directors." THE TENDER OFFER AGREEMENT The following is a summary of certain provisions of the Tender Offer Agreement, which is filed as an Exhibit to the Tender Offer Statement on Schedule 14D-1 filed with the Purchaser with the Commission in connection with the Offer (the "Tender Offer Statement") and is incorporated herein by reference. Such s...
Plans for the Company. Parent and its affiliates ---------------------- presently intend, among other things, that the Company will be headquartered in Chicago, will maintain manufacturing and product development facilities in the United States and will continue to operate under its present corporate name. In addition, Parent and its affiliates presently intend that the Company will have primary responsibility for the haircare operations of Parent and its affiliates in the United States and global responsibilities as an innovation center for haircare and will operate in other personal care categories.
Plans for the Company. Pursuant to the terms of the Merger Agreement, promptly upon the purchase of and payment for any Shares pursuant to the Offer, Parent currently intends to seek maximum representation on the Company Board, subject to the requirement in the Merger Agreement that if Shares are purchased pursuant to the Offer, until the Effective Time neither Parent nor the Purchaser will take any action that would cause the Company Board to include fewer than two members who are Continuing Directors as of the date of the Merger Agreement. The Purchaser currently intends, as soon as practicable after consummation of the Offer, to consummate the Merger. Except as otherwise provided herein, it is currently expected that, initially following the Merger, the business and operations of the Company will be continued substantially as they are currently being conducted. Parent will continue to evaluate the business and operations of the Company during the pendency of the Offer and, after the consummation of the Offer and the Merger, will take such actions as it deems appropriate under the circumstances then existing. Parent intends to seek additional information about the Company during this period. Thereafter, Parent intends to review such information as part of a comprehensive review of the Company's business, operations, capitalization and management with a view to optimizing development of the Company's potential in conjunction with Parent's business. Except as described above or elsewhere in this Offer to Purchase, the Purchaser and Parent have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving the Company or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (iii) any change in the Company Board or management of the Company, (iv) any material change in the Company's capitalization or dividend policy, (v) any other material change in the Company's corporate structure or business, (vi) a class of securities of the Company being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association or (vii) a class of equity securities of the Company being eligible for termination of registration pursuant to Secti...
Plans for the Company. Parent intends to conduct a detailed review of the Company and its assets, corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel and will consider, subject to the terms of the Merger Agreement, what, if any, changes would be desirable in light of the circumstances which exist upon completion of the Offer. Such changes could include changes in the Company's business, corporate structure, articles of incorporation, by-laws, capitalization, Board of Directors, management or dividend policy, although, except as disclosed in this Offer to Purchase, Parent has no current plans with respect to any of such matters. The Merger Agreement provides that, promptly upon the purchase of and payment for any Shares by the Purchaser pursuant to the Offer, and from time to time thereafter as Shares are acquired by the Purchaser, Parent has the right to designate such number of directors, rounded up to the next whole number, on the Company's Board of Directors as is equal to the product of the total number of directors on the Company's Board of Directors (giving effect to the directors designated by Parent) multiplied by the percentage that the number of Shares beneficially owned by the Purchaser or any affiliate of the Purchaser bears to the total number of Shares then outstanding provided that in the event the Purchaser accepts Shares for payment and the Minimum Condition is not satisfied, Parent shall not be entitled to designate more than two directors. See Section 11. Parent is considering, following consummation of the Offer and the Merger, a transfer of the shares it owns in the Purchaser (which following the Merger will represent shares in the Company) to a subsidiary of Parent. The Merger Agreement provides that the directors of the Purchaser and the officers of the Company at the Effective Time of the Merger will, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation. Except as disclosed in this Offer to Purchase, neither Parent nor the Purchaser has any present plans or proposals that would result in an extraordinary corporate transaction, such as a merger, reorganization, liquidation, relocation of operations, or sale or transfer of assets, involving the Company or any of its subsidiaries, or any material changes in the Company's corporate structure, business or composition of its management or personnel.
Plans for the Company. In connection with Oracle’s consideration of the Offer, Oracle has developed a plan, on the basis of available information, for the combination of the business of the Company with that of Oracle. Oracle plans to integrate the Company’s business into Oracle. Oracle will continue to evaluate and refine the plan and may make changes to it as additional information is obtained. Except as set forth in this Offer to Purchase and the Merger Agreement, Oracle, Parent and Purchaser have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving the Company or any of its Subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or Table of Contents sale or other transfer of a material amount of assets), (ii) any sale or transfer of a material amount of assets of the Company or any of its Subsidiaries, (iii) any material change in the Company’s capitalization or dividend policy or (iv) any other material change in the Company’s corporate structure or business.
Plans for the Company. Numico intends to conduct a detailed review of the Company and its assets, corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel and to consider, subject to the terms of the Merger Agreement, what, if any, changes would be desirable in light of the circumstances then existing following the acquisition of Shares pursuant to the Offer and reserves the right to take such actions or effect such changes as it deems desirable. Except as otherwise described in this Offer to Purchase, neither Purchaser nor Numico have any current plans or proposals which relate to or would result in: (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (ii) a purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iii) any change in the present board of directors or management of the Company including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board of directors of the Company or to change any material term of the employment contract of any executive officer; (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company; (v) any other material change in the Company's corporate structure or business; (vi) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted on an automated quotation system operated by a national securities association; or (vii) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act.
Plans for the Company. In connection with the Offer, Parent and Purchaser have reviewed, and will continue to review, various possible business strategies that they might consider in the event that Purchaser acquires control of the Company, whether pursuant to the Offer, the Merger or otherwise. Such strategies could include, among other things, changes in the Company's business, corporate structure, capitalization or management. The Merger Agreement. The following is a summary of certain provisions of the Merger Agreement. This summary is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference and a copy of which has been filed with the Commission as an exhibit to the Tender Offer Statement on Schedule TO to which this Offer to Purchase is an exhibit (the "Schedule TO"). The Merger Agreement may be examined and copies may be obtained in the manner set forth in Section 8. Defined terms used herein and not defined herein have the meanings assigned to those terms in the Merger Agreement. The Offer. The Merger Agreement provides that Parent will cause Purchaser to commence the Offer and that, upon the terms and subject to prior satisfaction or waiver of the conditions set forth in the Offer as described in Section 13 (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment, and pay for, all Shares validly tendered pursuant to the Offer and not withdrawn on or prior to the Expiration Date.
Plans for the Company. If at least enough Shares equal to the Minimum Tender Condition are purchased pursuant to the Offer, Parent will designate its representatives to be a majority of the Company Board. It is also expected that, initially following the Merger, the business operations of the Company will be continued by the surviving corporation substantially as they are currently being conducted. The directors of Sub will be the initial directors of the surviving corporation, and the officers of the Company will be the initial officers of the surviving corporation. Certain members of the Company's current management are not expected to continue with the surviving corporation following the Merger. Upon completion of the Offer and the Merger, Parent intends to conduct a detailed review of the Company and its assets, corporate structure, capitalization, operations, policies, management and personnel. After such review, Parent will determine what actions or changes, if any, would be desirable in light of the circumstances which then exist. Except as described in this Offer to Purchase, neither Parent nor Sub has any present plans or proposals that would relate to or result in: (i) any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries, (ii) a purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (iii) any change in the Company Board or management, including, but not limited to, any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Company Board or to change any material term of the employment contract of any executive officer, (iv) any material change in the Company's capitalization, indebtedness or dividend policy, (v) any other material change in the Company's corporate structure or business, (vi) a class of securities being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, or (vii) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. See Sections 11 and 13 of this Offer to Purchase--"The Merger Agreement; Other Arrangements" and "Certain Effects of the Offer," respectively.
Plans for the Company. In connection with Parent’s consideration of the Offer, Parent is developing a plan, on the basis of available information, for the combination of the business of the Company with that of Parent. Parent plans to keep the Company as a separating operating business. Parent will continue to evaluate and refine the plan and may make changes to it as additional information is obtained. After completion of the Offer and the Merger, the Company will be an indirect, wholly owned subsidiary of Parent. From and after the consummation of the Merger, until successors are duly elected or appointed and qualified in accordance with applicable law, or until their earlier death, resignation or removal, the directors and officers of Purchaser will be the directors and officers of the Company. Except as set forth in this Offer to Purchase and the Merger Agreement, Parent and Purchaser have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving the Company (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any sale or transfer of a material amount of assets of the Company, (iii) any material change in the Company’s capitalization, indebtedness or dividend policy or (iv) any other material change in the Company’s corporate structure or business.
Plans for the Company. Except as otherwise provided herein, it is expected that, initially following the Merger, the business and operations of the Company will, except as set forth in this Offer to Purchase, be continued substantially as they are currently being conducted. Intersil will continue to evaluate the business and operations of the Company during the pendency of the Offer and after the consummation of the Offer and the Merger and will take such actions as it deems appropriate under the circumstances then existing. Thereafter, Intersil intends to review such information as part of a comprehensive review of the Company’s business, operations, capitalization and management with a view to optimizing development of the Company’s potential in conjunction with Intersil’s existing business. Except as set forth in this Offer to Purchase, the Purchaser and Intersil have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving the Company or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), (ii) any sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (iii) any material change in the Company’s capitalization or dividend policy, or (iv) any other material change in the Company’s corporate structure or business.
