The aggregate consideration to be paid to the T shareholders consists of a set number of A shares and a specified amount of cash, both of which are determined as of the definitive agreement date, are fixed and represent a total pool of consideration of equal stock/cash value (50% A stock and 50% cash).
By consenting to a fixed number of acquirer shares as a percent of the total consideration, the target shareholders bear the risk of loss from declines in the value of acquirer stock beginning with the definitive agreement date.
I ask all in the Church in the United States, especially theologians and pastors who instruct and form our Catholic people in the faith, reverently to receive this teaching as definitive
Stockholders are encouraged to read ADESA's definitive
proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the proposed merger and the reasons behind the Board of Directors' recommendation that stockholders vote "FOR" the approval and adoption of the merger agreement and the merger.
Stockholders may obtain information concerning the direct and indirect interests of such parties in the proposed merger by reading the definitive
proxy statement and other publicly filed documents of Acquicor regarding the proposed merger.
The Company anticipates signing a definitive
agreement relating to its business combination with the Target within the next 30 days.
For example, the unsolicited non-binding proposal from the Third Party Group may not result in a definitive
agreement for an alternative transaction.
Any solicitation of proxies will be made only by the definitive
proxy statement of Terra Nova that will be mailed to all stockholders.
Additional information regarding the interests of such potential participants will be included in the definitive
proxy statement and the other relevant documents filed with the SEC when they become available.
Under the terms of the May 2006 Agreement, the parties agreed to enter into definitive
transactional documents if Beijing Med-Pharm emerged as the winning bidder for Rongheng on the Shanghai Exchange.
The special meeting was convened and adjourned to permit shareholders sufficient time to review the third supplement to Applica's definitive
proxy statement, which was filed with the Securities and Exchange Commission on December 28, 2006, and which is being mailed to Applica's shareholders, and to evaluate the amended merger agreement and the revised unsolicited tender offer that was commenced by Apex Acquisition Corporation, a newly formed Florida corporation and an indirect, wholly owned subsidiary of NACCO Industries, Inc.
OTC Bulletin Board: JNPPA and JNPPB) ("Juniper") announced today that its registration statement on Form S-4, containing a definitive
proxy statement/prospectus, relating to its proposed business combination with Firestone Communications, Inc.