Page 11 of 16 – SEC Filing
(a)(2)(iv) The information set forth in the Offer to Purchase under Summary Term
Sheet, Introduction, Special FactorsSection 1Background, Special FactorsSection 3The Recommendation by the Special Committee and the Company Board of Directors, Special
FactorsSection 5Effects of the Offer and the Merger and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.
(a)(2)(v) 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 8Dissenters Appraisal Rights; Rule 13e-3, 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)(2)(vi) Not
applicable.
(a)(2)(vii) 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.
Item 5. Past Contacts,
Transactions, Negotiations and Agreements
Item 1005(a)-(b) of Regulation M-A
(a) The information set forth in the Offer to Purchase under Special FactorsSection 1Background, Special
FactorsSection 9Transactions and Arrangements Concerning the Shares, Special FactorsSection 10Related Party Transactions and Special FactorsSection 11Interests of Certain Persons in the
Offer is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under Special
FactorsSection 1Background, Special FactorsSection 7Summary of the Merger Agreement, Special FactorsSection 9Transactions and Arrangements Concerning the Shares and Special
FactorsSection 10Related Party Transactions is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or
Proposals
Item 1006(a) and (c)(1)-(7)
(a) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company is incorporated herein by reference.
(c)(1)
The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special FactorsSection 1Background, Special FactorsSection 2Purpose of and Reasons for the
Offer; Plans for the Company and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.
(c)(2) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company is incorporated herein by reference.
(c)(3)
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 4Our
Position Regarding Fairness of the Transaction, Special FactorsSection 7Summary of the Merger Agreement, The OfferSection 6Price Range of Shares; Dividends and The OfferSection
11Dividends and Distributions is incorporated herein by reference.
(a)(2)(iv) The information set forth in the Offer to Purchase under Summary Term
Sheet, Introduction, Special FactorsSection 1Background, Special FactorsSection 3The Recommendation by the Special Committee and the Company Board of Directors, Special
FactorsSection 5Effects of the Offer and the Merger and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.
(a)(2)(v) 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 8Dissenters Appraisal Rights; Rule 13e-3, 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)(2)(vi) Not
applicable.
(a)(2)(vii) 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.
Item 5. Past Contacts,
Transactions, Negotiations and Agreements
Item 1005(a)-(b) of Regulation M-A
(a) The information set forth in the Offer to Purchase under Special FactorsSection 1Background, Special
FactorsSection 9Transactions and Arrangements Concerning the Shares, Special FactorsSection 10Related Party Transactions and Special FactorsSection 11Interests of Certain Persons in the
Offer is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under Special
FactorsSection 1Background, Special FactorsSection 7Summary of the Merger Agreement, Special FactorsSection 9Transactions and Arrangements Concerning the Shares and Special
FactorsSection 10Related Party Transactions is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or
Proposals
Item 1006(a) and (c)(1)-(7)
(a) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company is incorporated herein by reference.
(c)(1)
The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special FactorsSection 1Background, Special FactorsSection 2Purpose of and Reasons for the
Offer; Plans for the Company and Special FactorsSection 7Summary of the Merger Agreement is incorporated herein by reference.
(c)(2) The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction and Special
FactorsSection 2Purpose of and Reasons for the Offer; Plans for the Company is incorporated herein by reference.
(c)(3)
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 4Our
Position Regarding Fairness of the Transaction, Special FactorsSection 7Summary of the Merger Agreement, The OfferSection 6Price Range of Shares; Dividends and The OfferSection
11Dividends and Distributions is incorporated herein by reference.
