Purpose of the Offer. We issued the options currently outstanding to: . provide our eligible employees with additional incentive and to promote the success of our business, and . encourage our eligible employees to continue their employment with us. One of the keys to our continued growth and success is the retention of our most valuable asset, our employees. The offer provides an opportunity for us to offer our eligible employees a valuable incentive to stay with Agile. Many of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our shares. We believe that these underwater options are unlikely to be exercised in the foreseeable future. By making this offer to exchange outstanding options for New Options that will have an exercise price at least equal to the market value of their underlying shares on the grant date, we intend to provide our eligible employees with the benefit of owning options that over time may have a greater potential to increase in value, create better performance incentives for employees and thereby maximize stockholder value. Because we will not grant New Options until at least six months and one day after the date we cancel the options accepted for exchange, the New Options may have a higher exercise price than some or all of our currently outstanding options. Because of the large number of underwater options currently outstanding, a total re-grant of new options would have a severe negative impact on our dilution and outstanding shares. Additionally, we have a limited pool of options that we are allowed to grant per calendar year without stockholder approval, and we must therefore conserve our current available options for new hires and on-going grants. Considering the ever-present risks associated with a volatile and unpredictable stock market, and our industry in particular, there is no guarantee that the market price at the time of the new option grant (and thus the exercise price of your own option) will be less than or equal to the exercise price of your existing option, or that your New Option will increase in value over time. From time to time we engage in strategic transactions with business partners, customers and other third parties. We may engage in transactions in the future with these or other companies which could significantly change our structure, ownership, organization or management or the make-up of our Board of Directors, and which ...
Purpose of the Offer. The purpose of the Offer is for Wonder, through Purchaser, to acquire control of, and would be the first step in Wonder’s acquisition of the entire equity interest in, Blue Apron. The Offer is intended to facilitate the acquisition of all issued and outstanding Shares. The purpose of the Merger is to acquire all issued and outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is consummated, Purchaser intends to complete the Merger as soon as practicable thereafter. The Blue Apron Board unanimously (i) determined and declared the Offer, the Merger and the other transactions contemplated by the Merger Agreement, on the terms and conditions set forth in the Merger Agreement (collectively, the “Transactions”), are advisable, and in the best interests of, Blue Apron and its stockholders, (ii) resolved that Blue Apron was authorized to enter into and is authorized to perform its obligations under the Merger Agreement, providing for the consummation of the Transactions, (iii) resolved that the Merger Agreement and the Merger will be effected as soon as practicable following the consummation of the Offer and will be governed by and effected under Section 251(h) and the other relevant provisions of the DGCL and (iv) recommended that Blue Apron’s stockholders accept the Offer and tender their Shares pursuant to the Offer. If the Offer is consummated, we will not seek the approval of Blue Apron’s remaining stockholders before effecting the Merger. Section 251(h) of the DGCL provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the constituent corporation that would otherwise be required to approve a merger for the constituent corporation, and the other stockholders receive the same consideration for their stock in the merger as was payable in the tender offer, the acquirer can effect a merger without the action of the other stockholders of the constituent corporation. Accordingly, if we consummate the Offer, we are required pursuant to the Merger Agreement to complete the Merger without a vote of Blue Apron stockholders in accordance with Section 251(h) of the DGCL. TABLE OF CONTENTS
Purpose of the Offer. Certain Effects of the Offer 9
Purpose of the Offer. Plans for the Company; the Merger Agreement; Other Agreements........................................... 18 12. Certain Conditions to the Offer............................. 35 13.
Purpose of the Offer. Xxxxxx is a holder of the Fund’s Common Shares. The Fund has engaged in discussions with representatives of Xxxxxx regarding Xxxxxx’ intent to make a proposal at the Fund’s 2018 annual meeting of Shareholders to request that the Board have the Fund conduct a self-tender for 100% of its Common Shares at NAV or at close to NAV, and if more than 50% of the Shares were to be tendered, that the tender offer be cancelled and the Board take the steps necessary to liquidate, merge or convert the Fund into an open-end fund or exchange traded fund. In connection with those discussions, the Fund and Xxxxxx have entered into the Settlement Agreement pursuant to which the Fund has agreed to conduct a tender offer for up to 6,982,308 of the Fund’s outstanding Shares and Xxxxxx has agreed to certain customary standstill provisions. See Section 11, “Interests of the Trustees and Officers; Transactions and Arrangements Concerning the Shares.” Madison recommended, and the Board agreed, that it is in the best interests of the Fund to conduct the Offer upon the terms specified in this Offer to Purchase and the Letter of Transmittal. Among other things, the Board considered that this Offer (i) will provide Shareholders with partial liquidity at close to NAV, (ii) will likely result in a temporary reduction in the Fund’s trading discount, and (iii) because the Offer would be conducted at a 0.5% discount to NAV, the Offer would result in immediate accretion to the NAV of the shares of remaining Shareholders. The Board also considered that the Offer may also have certain negative consequences for the Fund, including (i) expenses associated with conducting the Offer, (ii) potential tax consequences to the Fund and Shareholders and (iii) the likelihood that any reduction in the Fund’s trading discount resulting from the Offer will be temporary. The Board also considered that the Settlement Agreement with Xxxxxx avoided a possible proxy contest with Xxxxxx and associated expenses for the Fund, and potential outcomes which could have eliminated the Fund’s status and benefits as a closed-end fund. Neither the Board nor Madison believes that the outcomes Xxxxxx desires would be in the best interests of long-term Shareholders because, among other reasons, the Fund as a closed-end fund offers Shareholders distinct benefits that are not available in open-end funds, such as fewer restrictions with regard to leverage and liquidity. The Offer allows Xxxxxx a substantial opportunity to achiev...
Purpose of the Offer. The purpose of the Offer is to enable the Purchaser to acquire control of, and the entire equity interest in, ImClone. The Offer is being made pursuant to the Merger Agreement and is intended to increase the likelihood that the Merger will be effected and reduce the time required for shareholders to receive the transaction consideration and to complete the acquisition of ImClone. The purpose of the Merger is to acquire all issued and outstanding Shares not purchased in the Offer. The transaction structure includes the Merger to ensure the acquisition of all issued and outstanding Shares. If the Merger is completed, Lilly will own 100% of the equity interests in ImClone, and will be entitled to all of the benefits resulting from that interest. These benefits include complete control of ImClone and entitlement to any increase in its value. Similarly, Lilly would also bear the risk of any losses incurred in the operation of ImClone and any decrease in the value of ImClone. ImClone shareholders who sell their Shares in the Offer will cease to have any equity interest in ImClone and to participate in any future growth in ImClone. If the Merger is completed, the current shareholders of ImClone will no longer have an equity interest in ImClone and instead will have only the right to receive cash consideration according to the Merger Agreement or, to the extent shareholders are entitled to and properly exercise appraisal rights under the DGCL, the amounts to which such shareholders are entitled under the DGCL. See Section 13 — “The Merger Agreement; Other Agreements.” Similarly, the current shareholders of ImClone will not bear the risk of any decrease in the value of ImClone after selling their Shares in the Offer or the Merger.
Purpose of the Offer. The purpose of the Offer is to enable the Purchaser to acquire a significant interest in the Partnership for investment purposes based on its expectation that the Partnership will continue to generate Tax Credits and tax losses attributable to the BACs. The Purchaser intends to sell, and has begun the process of selling, membership interests in the Purchaser to third parties with a need for Tax Credits and/or tax losses. The aggregate sales price of the Purchaser's membership interests to third parties will be determined so as to be equal to the aggregate purchase price for the tendered BACs and all other securities acquired by the Purchaser pursuant to secondary market transactions and other tender offers conducted to date, together with the expenses associated therewith, the expenses associated with the Purchaser's sale of membership interests and the prepayment of certain fees and expenses in connection with the Purchaser's operations. Neither the Purchaser nor its current members will derive a profit from the sale of the Purchaser's membership interests. However, affiliates of the Purchaser will earn substantial fees in connection with such sales, for structuring this transaction and for performing certain services for the Purchaser. Such fees may include, without limitation, an offering and organization fee, acquisition fee, company management fee and an asset management fee, and the total fees may be as much as 11% of the entire amount of funded capital commitments received by the Purchaser in connection with its sale of membership interests. Purchaser has not sold membership interests as of the date hereof and the approximate maximum aggregate offering price of such membership interests is $11,340,000, with respect to the maximum number of BACs which may be purchased pursuant to this Offer. Another purpose of the Offer is to allow BACs holders who have a current or anticipated need or desire for liquidity to sell their BACs. An additional purpose of the Offer is to establish a standard against which any subsequent tender offers for BACs can be judged. The Purchaser does not currently intend to make any effort to change current management or the operation of the Partnership nor does it have any current plans or intentions for any extraordinary transaction involving the Partnership. However, the Purchaser's plans with respect to its investment in the BACs could change at any time in the future. If such plans with respect to the Partnership change in t...
Purpose of the Offer. The purpose of the Offer is for Parent, through Purchaser, to acquire control of, and the entire equity interest in, Terremark. The Offer, as the first step in the acquisition of Terremark, is intended to facilitate the acquisition of all outstanding Shares. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is completed, Purchaser intends to consummate the Merger as promptly as practicable. If you sell your Shares in the Offer, you will cease to have any equity interest in Terremark or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in Terremark or any right to participate in its earnings or future Table of Contents growth. Similarly, after selling your Shares in the Offer or the subsequent Merger, you will not bear the risk of any decrease in the value of Terremark. Short-form Merger. The DGCL provides that if a parent company owns at least 90% of each class of stock of a subsidiary, the parent company can effect a short-form merger with that subsidiary without the action of the other stockholders of the subsidiary. Accordingly, if, as a result of the Offer, the Top-Up Option or otherwise, Purchaser directly or indirectly owns at least 90% of the Shares, and all conditions to Parent’s obligations to complete the Merger are satisfied, Parent and Purchaser will effect the Merger without prior notice to, or any action by, any other stockholder of Terremark. Even if Parent and Purchaser do not own 90% of the outstanding Shares following consummation of the Offer, Parent and Purchaser could seek to purchase additional Shares in the open market, from Terremark or otherwise in order to reach the 90% threshold and effect a short-form merger. The consideration per Share paid for any Shares so acquired, other than Shares acquired pursuant to the Top-Up Option, may be greater or less than that paid in the Offer.
Purpose of the Offer. The purpose of the Offer is to acquire control of, and the entire equity interest in, the Company. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the Offer or otherwise. If the Offer is successful, the Purchaser intends to consummate the Merger as promptly as practicable.
Purpose of the Offer. The purpose of the Offer is for Parent, through the Purchaser, to acquire control of, and the entire equity interest in, the Company. The Offer, as the first step in the acquisition of the Company, is intended to facilitate the acquisition of all outstanding Shares. The purpose of the Merger is to acquire all outstanding Shares not tendered and purchased pursuant to the Offer. If the Offer is successful, the Purchaser intends to consummate the Merger as promptly as practicable. If you sell your Shares in the Offer, you will cease to have any equity interest in the Company or any right to participate in its earnings and future growth. If you do not tender your Shares, but the Merger is consummated, you also will no longer have an equity interest in the Company. Similarly, after selling your Shares in the Offer or the subsequent Merger, you will not bear the risk of any decrease in the value of the Company. Short-form Merger Procedure. Section 253 of the DGCL provides that if a parent company owns at least 90% of each class of stock of a subsidiary, the parent company can effect a "short-form" merger with that subsidiary without the action of the other stockholders of the subsidiary. Pursuant to the Merger Agreement, if as of immediately after the expiration of the Offer and acceptance of the Shares validly tendered in, and not properly withdrawn from the Offer, the expiration of any Subsequent Offering Period, the purchase, if applicable, of the Top-Up Shares and, if necessary, the expiration of the period for guaranteed delivery of Shares in the Offer, Parent or any direct or indirect subsidiary of Parent, taken together, owns at least 90% of the total outstanding Shares, the Company, Parent and the Purchaser shall, subject to the satisfaction or waiver of the conditions to the Merger, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable without a meeting of the Company's stockholders in accordance with Section 253 of the DGCL. If the short-form merger procedure described above is not available for the Merger, the Company's Certificate of Incorporation requires the affirmative vote of the holders of at least a majority of the outstanding Shares to adopt the Merger Agreement. The Merger Agreement provides that if the Company's stockholder adoption is required, the Company will take all action necessary to convene a meeting of holders of Shares to vote upon the Merger as soon as reasonably practicable follo...
