Page 10 of 16 – SEC Filing
Item 4. Terms of the Transaction
Item 1004(a) of Regulation M-A
(a)(1)(i) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and Special
FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.
(a)(1)(ii) The information set
forth in the Offer to Purchase under Summary Term Sheet, Introduction and The OfferSection 10Source and Amounts of Funds is incorporated herein by reference.
(a)(1)(iii) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and The
OfferSection 1Terms of the Offer is incorporated herein by reference.
(a)(1)(iv) The information set forth in the Offer
to Purchase under Summary Term Sheet is incorporated herein by reference.
(a)(1)(v) The information set forth in the Offer to
Purchase under Summary Term Sheet, The OfferSection 1Terms of the Offer and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.
(a)(1)(vi) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and The
OfferSection 4Withdrawal Rights is incorporated herein by reference.
(a)(1)(vii) The information set forth in the Offer
to Purchase under Summary Term Sheet, Introduction, The OfferSection 3Procedure for Tendering Shares and The OfferSection 4Withdrawal Rights are incorporated herein by
reference.
(a)(1)(viii) The information set forth in the Offer to Purchase under Summary Term Sheet,
Introduction, The OfferSection 1Terms of the Offer, The OfferSection 2Acceptance for Payment and Payment for Shares and The OfferSection 12Conditions of the Offer is
incorporated herein by reference.
(a)(1)(ix) Not applicable.
(a)(1)(x) The information set forth in the Offer to Purchase under Summary Term Sheet, Special FactorsSection
2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 5Effects of the Offer and the Merger, Special FactorsSection 11Interests of Certain Persons in the
Offer and The OfferSection 7Possible Effects of the Offer and the Merger on the Market for the Shares; NASDAQ Listing; Registration under the Exchange Act; Margin Regulations is incorporated herein by reference.
(a)(1)(xi) Not applicable.
(a)(1)(xii) The information set forth in the Offer to Purchase under Summary Term Sheet and The OfferSection
5Certain U.S. Federal Income Tax Considerations is incorporated herein by reference.
(a)(2)(i) The information set forth in
the Offer to Purchase under Summary Term Sheet, Introduction and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.
(a)(2)(ii) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 7Summary of the Merger Agreement and The OfferSection 2Acceptance for Payment and Payment of Shares is incorporated herein by reference.
(a)(2)(iii) The information set forth in the Offer to Purchase under Special FactorsSection 2Purpose of and Reasons for the
Offer; Plans for the Company is incorporated herein by reference.
Item 4. Terms of the Transaction
Item 1004(a) of Regulation M-A
(a)(1)(i) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and Special
FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.
(a)(1)(ii) The information set
forth in the Offer to Purchase under Summary Term Sheet, Introduction and The OfferSection 10Source and Amounts of Funds is incorporated herein by reference.
(a)(1)(iii) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and The
OfferSection 1Terms of the Offer is incorporated herein by reference.
(a)(1)(iv) The information set forth in the Offer
to Purchase under Summary Term Sheet is incorporated herein by reference.
(a)(1)(v) The information set forth in the Offer to
Purchase under Summary Term Sheet, The OfferSection 1Terms of the Offer and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.
(a)(1)(vi) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and The
OfferSection 4Withdrawal Rights is incorporated herein by reference.
(a)(1)(vii) The information set forth in the Offer
to Purchase under Summary Term Sheet, Introduction, The OfferSection 3Procedure for Tendering Shares and The OfferSection 4Withdrawal Rights are incorporated herein by
reference.
(a)(1)(viii) The information set forth in the Offer to Purchase under Summary Term Sheet,
Introduction, The OfferSection 1Terms of the Offer, The OfferSection 2Acceptance for Payment and Payment for Shares and The OfferSection 12Conditions of the Offer is
incorporated herein by reference.
(a)(1)(ix) Not applicable.
(a)(1)(x) The information set forth in the Offer to Purchase under Summary Term Sheet, Special FactorsSection
2Purpose of and Reasons for the Offer; Plans for the Company, Special FactorsSection 5Effects of the Offer and the Merger, Special FactorsSection 11Interests of Certain Persons in the
Offer and The OfferSection 7Possible Effects of the Offer and the Merger on the Market for the Shares; NASDAQ Listing; Registration under the Exchange Act; Margin Regulations is incorporated herein by reference.
(a)(1)(xi) Not applicable.
(a)(1)(xii) The information set forth in the Offer to Purchase under Summary Term Sheet and The OfferSection
5Certain U.S. Federal Income Tax Considerations is incorporated herein by reference.
(a)(2)(i) The information set forth in
the Offer to Purchase under Summary Term Sheet, Introduction and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.
(a)(2)(ii) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 7Summary of the Merger Agreement and The OfferSection 2Acceptance for Payment and Payment of Shares is incorporated herein by reference.
(a)(2)(iii) The information set forth in the Offer to Purchase under Special FactorsSection 2Purpose of and Reasons for the
Offer; Plans for the Company is incorporated herein by reference.
