Background of the Merger. 12 The Special Committee's and the Instron Board's Recommendation......................................... 23
Background of the Merger. Purpose of the Transaction.... 7
Background of the Merger. 1 Purpose, Structure and Reasons for the Merger....................................... 9 Fairness of the Merger; Recommendations............................................. 10
Background of the Merger. The Special Committee selected Lehmxx Xxxthers based upon its reputation as an investment banking firm of international standing and based upon the recommendation of outside counsel to the Special Committee. The Special Committee did not undertake a formal interview process to select its financial advisor; rather the Special Committee considered the qualifications of a variety of nationally recognized investment banking firms. After interviewing Lehmxx Xxxthers and negotiating the terms of Lehmxx Xxxthers' engagement, the Special Committee selected Lehmxx Xxxthers as its exclusive independent financial advisor in connection with the Merger. At the commencement of its engagement, Lehmxx Xxxthers was paid a retainer fee of $100,000. Upon delivery of the Lehmxx Xxxnion, Lehmxx Xxxthers was paid an additional fee of $900,000. If the Merger is completed, Lehmxx Xxxthers will receive an additional fee of $2,000,000. Lehmxx Xxxthers will also be reimbursed for its out-of-pocket expenses in connection with the Merger. See "THE MERGER --
Background of the Merger. 34 Recommendation of the SemGroup Board of Directors and Reasons for the Merger . . . . . . . . . . . . . . . . 41 Opinion of SemGroup’s Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Energy Transfer’s Reasons for the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 SemGroup Unaudited Prospective Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Interests of SemGroup’s Directors and Executive Officers in the Merger . . . . . . . . . . . . . . . . . . . . . . . . . 54 Securities Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Background of the Merger. In connection with the ongoing consideration and evaluation of long-term strategic alternatives and prospects, MainSource’s board of directors and executive management have considered and regularly reviewed the strategic direction and business objectives of the organization as part of their continuous efforts to enhance value to shareholders and other constituencies. For the past several years this strategic planning exercise included an annual strategic planning retreat in which the board and management evaluated the merits and drawbacks of (i) continuing to operate as an independent institution, (ii) continued expansion through de novo branch expansion or the strategic acquisition of other institutions and branch offices, and (iii) entering into a strategic merger with another financial institution. On several occasions the board and management invited representatives of investment banks, including Xxxxx, Xxxxxxxx & Xxxxx, Inc. (“KBW”), to participate in its strategic planning meetings to provide additional perspective and market information regarding potential acquisition targets and potential acquirors. Management and the board also considered various anticipated opportunities and challenges facing MainSource as it sought to achieve its strategic goals. Additionally, from time to time during the past several years, MainSource’s President and Chief Executive Officer, Xxxxxx Xxxxx, met socially with chief executive officers from other financial institutions in MainSource’s footprint to discuss the banking market in general and each institution’s goals and objectives. Xx. Xxxxx also used these meetings to gauge other institutions’ appetite for strategic transactions in the short or long term. These meetings were generally informal and often occurred over lunch, but also took place informally or formally at investor or banking industry conferences.
Background of the Merger. 51 Recommendation of the Metro Board of Directors and Reasons for the Merger . . . . . . . . . . . . . . . . . . 57 Opinion of Xxxxxxx X’Xxxxx & Partners, L.P. in Connection with the Merger . . . . . . . . . . . . . . . . . . . . . 60 Certain Metro Prospective Financial Information Provided to the Financial Advisors . . . . . . . . . . . . . . 72
Background of the Merger. 29 Advantages and Disadvantages of the Merger; Recommendation of the EQR Board of Trustees........................... 32 Advantages and Disadvantages of the Merger; Recommendation of the Merry Land Board of Directors................... 34
Background of the Merger. The Board of Directors has periodically assessed strategic options in light of increasing competition in the Web services industry with the objective of enhancing stockholder value. Among other things, the Board of Directors has assessed Hostopia’s prospects for continued growth given its relatively small size in the industry. While the majority of the strategic options explored by Hostopia involved the acquisition of other companies, from time to time Hostopia has discussed potential combinations with third parties involving the acquisition of Hostopia. The Board of Directors has established an M&A Committee which is comprised of Messrs. Xxxxxxx Xxxxxxxxxx (Chair), Xxxxxxx Xxxx and Xxxxx Xxxxxxxx, a majority of whom are independent members of the Board of Directors. The purpose of the M&A Committee has been to consider strategic acquisitions of other companies as well as consider potential combinations with third parties. During November and December 2007, Hostopia met with the chief executive officer of a third party (“Company #1”) to discuss a potential strategic transaction between Hostopia and Company #1. Following several additional introductory meetings, the stock price of Company #1 declined significantly, and Company #1 indicated that it intended to delay any additional discussions regarding a combination of Company #1 and Hostopia. On February 27, 2008, Deluxe first met with Hostopia concerning a potential commercial opportunity. On March 11, 2008, representatives of Hostopia met with a third party (“Company #2”) to discuss a strategic transaction. Following the execution of a confidentiality agreement and a discussion among representatives of Hostopia and Company #2, Hostopia determined that a strategic combination with Company #2 was not something the management wanted to pursue any further. On March 13, 2008, Hostopia and Deluxe entered into a confidentiality agreement. On March 19, 2008, the chief executive officer of a third party (“Company #3”) called Hostopia to discuss a potential strategic transaction. On March 27, 2008, Hostopia entered into a confidentiality agreement with Company #3 and representatives of Hostopia met with representatives of Company #3 to discuss a strategic combination. On April 7 and 8, 2008, representatives from Hostopia and Deluxe met at Deluxe’s headquarters to discuss a commercial relationship between Deluxe and Hostopia. On April 9, 2008, the chief executive officer of Deluxe met with the chief executive office...
Background of the Merger. 3 Recommendation of the Company Board; Fairness of the Offer and the Merger................................................................. 9 Opinion of Xxxxxxx, Xxxxx & Co. ........................................ 11 Interests of Certain Persons in the Merger.............................. 15
