Merger Proposal Sample Contracts

Dg – Updatemerger Proposal (September 9th, 2008)

On August 21, 2008, a definitive joint proxy statement/prospectus was mailed to stockholders of DG FastChannel, Inc. to obtain approval for certain matters related to the merger agreement that provides for the merger of DG Acquisition Corp. VI., a wholly owned subsidiary of DG FastChannel, with and into Enliven. A material change has been made to the proxy statement based upon the decision by both DG FastChannel's board of directors and Enliven's board of directors to amend the merger agreement. The purpose of this letter is to give you some background and details about the "new" deal.

Huntsman Receives Merger Proposal From Hexion for $27.25 Per Share in Cash (July 5th, 2007)

The Woodlands, Texas and Salt Lake City, Utah Huntsman Corporation (NYSE: HUN) announced today that it has received from Hexion Specialty Chemicals, Inc. (Hexion), an entity owned by an affiliate of Apollo Management, L.P., a proposal (the Hexion Proposal) to acquire all of the outstanding common stock of Huntsman for $27.25 per share in cash.

Huntsman International Llc – Huntsman Receives Merger Proposal From Hexion for $27.25 Per Share in Cash (July 5th, 2007)

The Woodlands, Texas and Salt Lake City, Utah Huntsman Corporation (NYSE: HUN) announced today that it has received from Hexion Specialty Chemicals, Inc. (Hexion), an entity owned by an affiliate of Apollo Management, L.P., a proposal (the Hexion Proposal) to acquire all of the outstanding common stock of Huntsman for $27.25 per share in cash.

Golden State Vintners Inc – Golden State Vintners Receives Superior Merger Proposal (April 20th, 2004)

NAPA, CaliforniaApril 20, 2004 Golden State Vintners, Inc. (GSV) (NASDAQ/NM:VINT) announced today that it received a new offer (the Offer) from The Wine Group LLC (TWG) to acquire GSV at a cash price of $8.25 per fully diluted share on terms and conditions that the GSV Board has determined are superior to the Amended and Restated Plan and Agreement of Merger (the ONeill Merger Agreement), dated April 14, 2004, with the ONeill Acquisition Co. LLC and certain affiliated parties (the ONeill Group).

Golden State Vintners Inc – Golden State Vintners Receives Superior Merger Proposal (April 9th, 2004)

NAPA, CaliforniaApril 9, 2004 Golden State Vintners, Inc. (GSV) (NASDAQ/NM:VINT) announced today that it received an offer (the Offer) from The Wine Group LLC (TWG) to acquire GSV at a cash price of $7.75 per fully diluted share on terms and conditions that the GSV Board has determined are superior to the Amended and Restated Plan and Agreement of Merger (the ONeill Merger Agreement), dated March 23, 2004, with the ONeill Acquisition Co. LLC and certain affiliated parties (the ONeill Group). The Offer is not subject to a financing condition and TWG will post an $8 million cash escrow in support of the transaction.