The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General
Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all appendices thereto, is incorporated in its entirety herein by reference, and the responses to each
item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto.
Capitalized terms used but not expressly defined in this Schedule 13E-3 shall have the respective meanings given
to them in the Proxy Statement.
The information concerning the Company contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.
While each of the Filing Persons acknowledges that the Merger is a going private transaction for purposes of
Rule 13E-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is
controlled by any Filing Person.
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the
results of the transaction that is the subject of this Transaction Statement. Except as otherwise set forth below, the information set forth in this Schedule 13E-3 remains unchanged. This Final Amendment is being filed to reflect certain updates as
reflected below.
Item 15. |
Additional Information |
(c) Other Material Information. The information set forth in response to Item 1011(c) of Regulation M-A is hereby amended and supplemented
as follows:
On September 21, 2023, Parent filed a Certificate of Merger with the Office of the Secretary of State of the State of Delaware, pursuant
to which the Merger became effective and Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation in the Merger. As a result of the Merger, the Company became a wholly-owned subsidiary of Parent.
At the Effective Time of the Merger (the Effective Time), each share of Company Common Stock, other than as provided below, was converted
into the right to receive (x) $2.15, payable to the holder thereof in cash, without interest (the Cash Consideration) but subject to reduction for any applicable withholding taxes payable in respect thereof and (y) one contractual
contingent value right (a CVR) that represents the right to receive $0.85 upon the satisfaction of certain conditions, pursuant to a Contingent Value Rights Agreement entered into between Parent and a rights agent selected by
Parent and reasonably acceptable to the Company (the Cash Consideration and one CVR, collectively, the Merger Consideration). The following Company Common Stock was not converted into the right to receive the per share Merger
Consideration in connection with the Merger: (i) each share held in the treasury of the Company or owned by the Company or any direct or indirect wholly-owned subsidiary of the Company and each share owned by Parent, Merger Sub or any direct or
indirect wholly-owned subsidiary of Parent or Merger Sub immediately prior to the Effective Time or (ii) Company Common Stock outstanding immediately prior to the Effective Time and held by stockholders who are entitled to demand, and properly
demand, appraisal for such Company Common Stock in accordance with Section 262 of the Delaware General Corporation Law.
As a result of the Merger, the
Companys shares have ceased to trade on Nasdaq and became eligible for delisting from Nasdaq and termination of registration under the Exchange Act. The Company has requested that Nasdaq file with the SEC a notification of removal from listing
on From 25 with respect to the delisting of the shares from Nasdaq. The Company intends to file with the SEC a certification on Form 15 to terminate or suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.
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