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 achieve its objective of liquidating a portion of its shares near to NAV and eliminates the challenge to the closed-end structure of the Fund, thereby affording the remaining Shareholders a continuity of investment in a closed-end fund. In addition to providing all Shareholders with an opportunity to tender their shares at 99.5% of NAV, the Offer may result in a reduction of the discount at which the Shares trade, a benefit to Shareholders of the Fund. Any Shares acquired by the Fund pursuant to the Offer will become authorized but unissued Shares and will be available for issuance by the Fund without further Shareholder action (except as required by applicable law or the rules of the NYSE). Neither of the Fund, nor its Board, nor Madison makes any recommendation to any Shareholder as to whether to tender any or all of such Shareholder’s Shares. Shareholders are urged to evaluate carefully all information in the Offer, consult their own investment and tax advisers, and make their own decisions whether to tender Shares and, if so, how many Shares to tender.
Appears in 1 contract
Purpose of the Offer. Xxxxxx is a holder Plans for the Company after the Offer and the Merger. Purpose of the Fund’s Common Offer. The purpose of the Offer and the Merger is for Parent to acquire control of, and the entire equity interest in, the Company. Upon consummation of the Merger, the Company will become a direct wholly owned subsidiary of Parent. The Offer is being made pursuant to the Merger Agreement. Plans for Merger Consummation. Under the CGCL, the approval of the Board and the affirmative vote of the holders of a majority of the outstanding Shares is required to approve the Merger Agreement. The Board has unanimously approved the Merger Agreement, and, unless the Merger is consummated pursuant to the short-form merger provisions under the CGCL described below, the only remaining required corporate action of the Company is the approval of the Merger Agreement by the affirmative vote of the holders of a majority of the Shares. The Fund Accordingly, if the Minimum Condition is satisfied, Purchaser will have sufficient voting power to cause the approval of the Merger and adoption of the Merger Agreement without the affirmative vote of any other shareholder of the Company. Certain shareholders of the Company, holding in the aggregate approximately 45% of the Shares as of January 15, 1999, have each entered into a voting agreement with Parent pursuant to which each has engaged agreed to tender their Shares pursuant to the Offer, and to vote, and has granted irrevocable proxies to Parent or Dr. Xxx (in discussions with representatives the case of Xxxxxx regarding Xxxxxx’ intent one such shareholder) to make vote, all Shares owned by such shareholder in favor of the Merger. In the Merger Agreement, the Company has agreed to take all action necessary to convene a proposal at the Fund’s 2018 annual meeting of Shareholders its shareholders as soon as practicable after the consummation of the Offer for the purpose of considering and taking action on the Merger Agreement and the transactions contemplated thereby, if such action is required by the CGCL. Parent and Purchaser have agreed that all Shares owned by them and their subsidiaries will be voted in favor of the Merger Agreement and the transactions contemplated thereby. If Purchaser accepts for payment such number of Shares as shall satisfy the Minimum Condition or the Revised Minimum Number, Purchaser will be entitled to request that designate representatives to serve on the Board have in proportion to Purchaser's ownership of Shares following such purchase. See Section 10. In the Fund event the Minimum Condition is satisfied, Purchaser expects that such representation would permit Purchaser to exert substantial influence over the Company's conduct a self-tender for 100of its business operations. Under the CGCL, if Purchaser acquires, pursuant to the Offer, the Stock Option or otherwise, at least 90% of its Common the Shares at NAV or at close then outstanding, Purchaser will be able to NAVeffect the Merger without a vote of the Company's shareholders. In such event, Parent, Purchaser and if the Company have agreed in the Merger Agreement to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company's shareholders pursuant to the short-form merger provisions under the CGCL. In the event that more than 50% of the Shares were then outstanding are tendered pursuant to the Offer and not withdrawn, but less than 90% of the Shares then outstanding are acquired by Purchaser pursuant to the Offer and the Stock Option, Purchaser will waive the Minimum Condition and amend the Offer to reduce the number of Shares subject to the Offer to the Revised Minimum Number of Shares and, if a greater number of Shares are tendered into the Offer and not withdrawn, purchase, on a pro rata basis, the Revised Minimum Number of Shares (it being understood that Purchaser shall not in any event be tenderedrequired to accept for payment, or pay for, any Shares if less than the Revised Minimum Number of Shares are tendered pursuant to the Offer and not withdrawn at the expiration of the Offer). Loan to the Company. Subject to the limitations set forth in the Merger Agreement, in the event that the tender offer Merger is not consummated on or before March 5, 1999, Parent will make the Loan to the Company in the aggregate principal sum of $3,000,000 (the "Principal"). Interest on the Principal will accrue at a floating rate 28 per annum equal to the internal rate of interest assessed by Parent or its affiliates on intercorporate loans made to or among subsidiaries of Parent (the "Interest"). All Principal and accrued Interest will become due and payable two years from the date the Loan is made (the "Maturity Date"). Parent will not, however, be cancelled obligated to make the Loan if (i) the Offer has not expired by its terms or, if the Offer has expired, the Shares tendered in the Offer are insufficient to satisfy the Minimum Condition or the Revised Minimum Number, (ii) any shareholder of the Company defaults under the Voting Agreements, (iii) the Merger Agreement is terminated by Parent because the Company has failed to comply in any material respect with any covenant or obligation of the Merger Agreement, (iv) if any representation or warranty made by the Company under the Merger Agreement, the Common Stock Option or the Stock Option Agreement is untrue at the time such representation or warranty was made or is untrue on the date the Loan is made and such breach is caused by an event that would constitute a Material Adverse Effect under the Merger Agreement, (v) there is any preliminary or permanent injunction or other order, decree or ruling issued by any court of competent jurisdiction or any statute, rule, regulation or order entered, promulgated or enacted by any governmental, regulatory or administrative agency or authority in effect that would impact the effective operation of the business of the Company resulting in a Material Adverse Effect from and after the Effective Time, (vi) any waiting period under the HSR Act applicable to the purchase of Shares pursuant to the Offer has not expired or terminated and the Board take satisfaction of any applicable foreign competition and antitrust statutes and regulations (including approval by 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 FCO pursuant to which the Fund AARC) has agreed not been obtained, (vii) there is pending any proceeding or litigation, initiated prior to conduct a tender offer for up to 6,982,308 or after the date of the Fund’s outstanding Shares and Xxxxxx Merger Agreement, challenging the Merger or seeking to prohibit, alter, prevent or materially delay the Merger, (viii) there is pending or threatened against the Company any claim, action, suit, proceeding or investigation which would or could reasonably be expected to have a Material Adverse Effect, or (ix) the Company has agreed terminated the Merger Agreement prior to certain customary standstill provisions. See Section 11, “Interests acceptance for payment of the Trustees and Officers; Transactions and Arrangements Concerning Shares by Purchaser under the Shares.” Madison recommendedOffer, and the Company has done each of the following: (a) entered into a definitive written agreement with respect to an Alternative Transaction with a third party; (b) determined, after receipt of written advice from legal counsel to the Board agreed, that it is the failure to take such action as described in the best interests preceding clause (a) would cause the Board to violate its fiduciary duties to the Company's shareholders under applicable law; and (c) given a notice to Parent and Purchaser of its intent to terminate the Merger Agreement and of the Fund terms and conditions of the Alternative Transaction, and such notice was given at least five Business Days prior to conduct the Offer upon date of termination of the terms specified Merger Agreement. Company Stock Option The Company granted to Parent options (the "Options") to purchase an aggregate of 600,000 Shares at an exercise price of $2.00 per share evidenced by a Common Stock Option, a form of which is filed as Exhibit (c)(4) to the Schedule 14D-1 and is incorporated by reference in this Offer to Purchase Purchase. Options to purchase 100,000 Shares will be immediately exercisable if and when the Letter of TransmittalLoan is made by Parent to the Company. Among other things, The remaining Options will become exercisable if and when a default occurs under the Board considered that this Offer Loan. All the Options expire (i) on March 5, 1999, if the Loan is not made, or (ii) on the first anniversary of the Maturity Date. The Company will provide Shareholders with partial liquidity adjust the number of Shares subject to the Options to maintain the percentage of Shares subject to the Options at close to NAVthe date of the Merger Agreement if the Company causes or effects (i) a subdivision or combination on its capital stock, (ii) will likely result in a temporary reduction in the Fund’s trading discountstock distribution or dividend on its capital stock, and or (iii) because a recapitalization or reclassification of its capital stock. AGI Option Concurrent with the Offer would be conducted at a 0.5% discount to NAVsigning of the Merger Agreement, the Offer would result in immediate accretion Company and Parent agreed to an option (the NAV "AGI Option"). If (a) Parent shall purchase all of the ordinary and preferred 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 Israeli Affiliate that are not available in open-end fundsowned by the Company, such as fewer restrictions with regard to leverage and liquidity. The Offer allows Xxxxxx a substantial opportunity to achieve its objective of liquidating a portion of its shares near to NAV and eliminates (b) the challenge to the closed-end structure closing of the FundMerger does not occur and (c) the Merger Agreement is terminated (the date on which (a), thereby affording the remaining Shareholders a continuity of investment in a closed-end fund. In addition to providing all Shareholders with an opportunity to tender their shares at 99.5% of NAV(b) and (c) will occur, the Offer may result in a reduction "Effective Date of the discount at which AGI Option"), Parent will have the Shares traderight to purchase, a benefit and the Company will be required to Shareholders sell, all but not less than all of the Fund. Any Shares acquired ordinary shares (as such number of shares may be increased or decreased as described below) of the Israeli Affiliate held by the Fund pursuant to Company (the Offer will become authorized but unissued Shares and will be available "AGI Shares") for issuance by the Fund without further Shareholder action aggregate purchase price of $5,404,770 (except as required by applicable law or the rules of the NYSE). Neither of the Fund, nor its Board, nor Madison makes any recommendation to any Shareholder as to whether to tender any or all of such Shareholder’s Shares. Shareholders are urged to evaluate carefully all information in the Offer, consult their own investment and tax advisers, and make their own decisions whether to tender Shares and, if so, how many Shares to tender."AGI Purchase 29
Appears in 1 contract
Purpose of the Offer. Xxxxxx We are making the Offer pursuant to the Merger Agreement in order to acquire control of, and ultimately following the Merger, the entire equity interest in, FFE while allowing FFE’s shareholders an opportunity to receive the Offer Price promptly by tendering their Shares into the Offer. If the Offer is consummated, we, Merger Sub and FFE expect to consummate the Merger as promptly as practicable in accordance with the TBOC. At the Effective Time, FFE will become a holder wholly-owned subsidiary of Purchaser. Holders of Shares who tender their Shares into the Offer will cease to have any equity interest in FFE and will no longer participate in the future growth of FFE. If the Merger is consummated, the current holders of Shares will no longer have an equity interest in FFE and instead will only have the right to receive an amount in cash equal to the Offer Price or, to the extent that holders of Shares are entitled to and have properly demanded appraisal in connection with the Merger, the amounts to which such holders of Shares are entitled in accordance with Subchapter H of Chapter 10 of the FundTBOC. As soon as possible after the consummation of the Offer, we, Merger Sub and FFE expect to consummate the Merger pursuant to the Merger Agreement. Pursuant to the Merger Agreement, at any time on or after the Acceptance Time, we may exercise the Top-Up Option to purchase from FFE, subject to certain limitations, the Top-Up Option Shares in order to merge us into FFE without any vote of FFE’s Common Sharesshareholders in accordance with the “short-form” merger provisions of Section 10.006 of the TBOC. The Fund has engaged Immediately following the exercise of the Top-Up Option, the number of Shares owned in discussions with representatives of Xxxxxx regarding Xxxxxx’ intent to make a proposal the aggregate by us would constitute 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 least one Share more than 5090% of the number of Shares were to that would be tendered, that outstanding immediately after the tender offer be cancelled and the Board take the steps necessary to liquidate, merge or convert the Fund into an openissuance of all Top-end fund or exchange traded fund. In connection with those discussions, the Fund and Xxxxxx have entered into the Settlement Agreement Up Option Shares 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 provisionsTop-Up Option. See Section 1111 — “The Merger Agreement; Other Agreements — The Merger Agreement — Top-Up Option” and Section 17 — “Certain Legal Matters; Regulatory Approvals — ‘Short-Form’ Merger.” If, “Interests after the Acceptance Time, we do not own, by virtue of the Trustees Offer or otherwise, 90% or more of the issued and Officersoutstanding Shares, we may elect to require FFE to effect the Merger under the “long-form” merger provision of Section 21.452 of the TBOC which requires that the Merger Agreement be adopted by FFE’s shareholders. The FFE Board has unanimously recommended that FFE’s shareholders accept the Offer and tender their Shares into the Offer and, to the extent required by applicable law, vote in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger. Adoption of the Merger Agreement requires the affirmative vote of holders of two-thirds of the outstanding Shares. Thus, if the Minimum Condition and the other conditions to the Offer are satisfied and the Offer is completed, we would have sufficient voting power to adopt the Merger Agreement without the affirmative vote of any other shareholder of FFE. No interest will be paid for Shares acquired in the Merger. See Section 11 — “The Merger Agreement; Transactions Other Agreements — Actions in Connection with Long-Form Merger” and Arrangements Concerning the SharesSection 17 — “Certain Legal Matters; Regulatory Approvals — ‘Short-Form’ Merger.” Madison recommended, and the Board agreed, that it is Except as provided 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 does not constitute a temporary reduction in the Fund’s trading discountsolicitation of proxies, 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 we 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 achieve its objective of liquidating a portion of its shares near to NAV and eliminates the challenge to the closed-end structure of the Fund, thereby affording the remaining Shareholders a continuity of investment in a closed-end fund. In addition to providing all Shareholders with an opportunity to tender their shares soliciting proxies at 99.5% of NAV, the Offer may result in a reduction of the discount at which the Shares trade, a benefit to Shareholders of the Fund. Any Shares acquired by the Fund pursuant to the Offer will become authorized but unissued Shares and will be available for issuance by the Fund without further Shareholder action (except as required by applicable law or the rules of the NYSE). Neither of the Fund, nor its Board, nor Madison makes any recommendation to any Shareholder as to whether to tender any or all of such Shareholder’s Shares. Shareholders are urged to evaluate carefully all information in the Offer, consult their own investment and tax advisers, and make their own decisions whether to tender Shares and, if so, how many Shares to tenderthis time.
Appears in 1 contract
Purpose of the Offer. Xxxxxx is a holder The purpose of the Fund’s Common Offer is to enable Parent to acquire as many outstanding Shares as possible as a first step in acquiring the entire equity interest in the Company. The purpose of the Merger is for Parent to acquire all remaining Shares not purchased pursuant to the Offer. Upon consummation of the Merger, the Company will become a wholly owned subsidiary of Parent. The Offer is being made pursuant to the Merger Agreement. Under the DGCL, the approval of the Board of Directors of the Company is required to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. Unless the Merger is consummated pursuant to the "short-form" merger provisions under Section 253 of the DGCL described below (in which case no vote of the holders of the outstanding Shares is required), the only remaining required corporate action of the Company is the adoption of the Merger Agreement and the approval of the Merger by vote of the holders of a majority of the outstanding Shares. The Fund Board of Directors of the Company 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 unanimously (i) determined that the Board have terms of each of the Fund conduct a self-tender for 100% Offer and the Merger of its Common Shares at NAV or at close to NAVthe Purchaser with and into the Company are fair to, 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 thingsof, the Board considered that this Offer (i) will provide Shareholders with partial liquidity at close to NAVHolders, (ii) will likely result in a temporary reduction in approved the Fund’s trading discountMerger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and (iii) because declared the Offer would be conducted at a 0.5% discount to NAV, the Offer would result in immediate accretion to the NAV advisability of the shares of remaining Shareholders. The Board also considered Merger Agreement and recommended that the Offer may also have certain negative consequences for the Fund, including (i) expenses associated with conducting Holders accept 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 achieve its objective of liquidating a portion of its shares near to NAV and eliminates the challenge to the closed-end structure of the Fund, thereby affording the remaining Shareholders a continuity of investment in a closed-end fund. In addition to providing all Shareholders with an opportunity to tender their shares at 99.5% of NAV, the Offer may result in a reduction of the discount at which the Shares trade, a benefit to Shareholders of the Fund. Any Shares acquired by the Fund pursuant to the Offer will become authorized but unissued Shares and will be available for issuance by the Fund without further Shareholder action (except as if required by applicable law or law) adopt the rules Merger Agreement. In the Merger Agreement, the Company has agreed to take all action necessary to convene a meeting of its stockholders as soon as practicable after the consummation of the NYSE)Offer for the purpose of considering and taking action on the Merger Agreement and the transactions contemplated thereby if such action is required by the DGCL. Neither However, under the DGCL, if the Purchaser acquires, pursuant to the Offer or otherwise, at least 90% of the Fundoutstanding Shares, nor the Purchaser will be able to approve the Merger without a vote of the Company's stockholders. Accordingly, if the Purchaser acquires at least 90% of the outstanding Shares, it will have sufficient voting power to cause the approval and adoption of the Merger Agreement and the transactions contemplated thereby without a vote of the Company's stockholders. In such event, Parent, the Purchaser and the Company have agreed in the Merger Agreement to take, at the request of the Purchaser, all necessary and appropriate action to cause the Merger to become effective without a meeting of the Company's stockholders. If, however, the Purchaser does not acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise and a vote of the Company's stockholders is required under the DGCL, a significantly longer period of time would be required to effect the Merger. If the Purchaser purchases a majority of the outstanding Shares pursuant to the Offer, the Merger Agreement provides that the Purchaser will be entitled to designate representatives to serve on the Board of Directors of the Company in proportion to the Purchaser's ownership of Shares following such purchase. The Purchaser expects that such representation would permit the Purchaser to exert substantial influence over the Company's conduct of its Boardbusiness and operations. PLANS FOR THE COMPANY. Subject to certain matters described below, nor Madison makes any recommendation it is currently expected that, initially following the Merger, the business and operations of the Company will generally continue as they are currently being conducted. Parent currently intends to any Shareholder as cause the Company's operations to whether continue to tender any or all of such Shareholder’s Sharesbe run and managed by, amongst others, the Company's existing executive officers. Shareholders are urged Parent will continue to evaluate carefully all aspects of the business, operations, capitalization and management of the Company during the pendency of the Offer and after the consummation of the Offer and the Merger and will take such further 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. As a result of the completion of the Offer, the interest of Parent in the Company's net book value and net earnings will be in proportion to the number of Shares acquired in the Offer. If the Merger is consummated, consult their own investment Xxxxxx's interest in such items and tax advisersin the Company's equity generally will equal 100% and Parent and its subsidiaries will be entitled to all benefits resulting from such interest, including all income generated by the Company's operations and make their own decisions whether any future increase in the Company's value. Similarly, Parent will also bear the risk of losses generated by the Company's operations and any future decrease in the value of the Company after the Merger. Subsequent to tender the Merger, current stockholders of the Company will cease to have any equity interest in the Company, will not have the opportunity to participate in the earnings and growth of the Company after the Merger and will not have any right to vote on corporate matters. Similarly, stockholders will not face the risk of losses generated by the Company's operations or decline in the value of the Company after the Merger. The Shares andare currently traded on the OTC Bulletin Board. Following the consummation of the Merger, there will be less than 300 holders of record of the Shares and the Company may no longer be required to file periodic reports with the Commission. Accordingly, the Shares will no longer be eligible for quotation on the OTC Bulletin Board. See Section 13--"Effect of the Offer on the Market for the Shares; Exchange Act Registration". It is expected that, if soShares are not accepted for payment by the Purchaser pursuant to the Offer and the Merger is not consummated, how many Shares the Company's current management, under the general direction of the current Board of Directors, will continue to tendermanage the Company as an ongoing business. Except as otherwise discussed in this Offer to Purchase, Parent has no present plans or proposals that would result in any extraordinary corporate transaction, such as a merger, reorganization, liquidation involving the Company or any of its subsidiaries, or purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries or in any other material changes to the Company's capitalization, corporate structure, business or composition of the Board of Directors of the Company or the management of the Company, except that Parent intends to review the composition of the boards of directors (or similar governing bodies) of the Company and its subsidiaries and to cause the election to such boards of directors (or similar governing bodies) of certain of its representatives.
Appears in 1 contract
