Fairness Opinion; Board Approval. (a) Parent’s board of directors has received a written opinion dated January 2, 2015 from Xxxx Capital Partners, LLC (“Xxxx”) to the effect that, as of the date of such opinion, the Exchange Ratio is fair, from a financial point of view, to the holders of the Parent Common Shares. A true and complete copy of such opinion has been provided to Target.
Fairness Opinion; Board Approval. (a) Target’s board of directors has received a written opinion dated January 2, 2015 from Euro Pacific to the effect that, as of the date of such opinion, the Exchange Ratio is fair, from a financial point of view, to the holders of the Target Common Shares (other than Parent and its affiliates). A true and complete copy of such opinion has been provided to Parent.
Fairness Opinion; Board Approval. (a) Target’s Board of Directors has received a written opinion from Jxxxxxxxx & Company, Inc. to the effect that, as of the date of such opinion, the Merger Consideration is fair, from a financial point of view, to the holders of the Target Common Shares other than Parent and its affiliates. True and complete copies of such opinion have been given to Parent.
Fairness Opinion; Board Approval. (a) Parent’s Board of Directors has received a written opinion from each of Evercore Group L.L.C. and Banc of America Securities LLC to the effect that, as of the date of such opinion, the Merger Consideration is fair, from a financial point of view, to Parent. True and complete copies of such opinion have been given to Parent.
Fairness Opinion; Board Approval. (a) Target’s Board of Directors has received a written opinion from PI Financial to the effect that, as of the date of such opinion, the Exchange Ratio is fair, from a financial point of view, to the holders of the Target Common Shares (other than Parent and its affiliates). A true and complete copy of such opinion has been provided to Parent.
Fairness Opinion; Board Approval. Buyer has received an opinion from its financial advisor in connection with the Contemplated Transactions that the consideration to be paid by Buyer for the Acquired Companies is fair, from a financial point of view, to Buyer and its stockholders. Xxxx Xxxxxxxxxx did not participate in the vote of Buyer’s board of directors with respect to the Contemplated Transactions. Buyer’s board of directors has, as of the date of this Agreement, unanimously (after the recusal of Xxxx Xxxxxxxxxx) (i) declared the advisability of the Contemplated Transactions and approved this Agreement and the Contemplated Transactions, (ii) determined that the Contemplated Transactions are in the best interests of the Buyer Shareholders, and (iii) determined that the fair market value of the Acquired Companies is equal to at least 80% of the balance in the Trust Fund (excluding taxes payable and deferred underwriting commissions). Other than the approval of the Buyer Shareholder Matters and the Warrantholders Approval, no other corporate proceedings on the part of the Buyer are necessary to approve the consummation of the Contemplated Transactions.
