On August 5, 2020, representatives of Party B contacted Goldman Sachs and
requested to bring in one of their portfolio companies to further help them evaluate a Whole Company Transaction, and the Company consented to such request.
On August 6, 2020, the Company received a preliminary indication of interest from Party C valued at between $245 million and
$285 million for a transaction of the Consumer and E&E businesses, based on limited diligence.
On August 7, 2020, Parent
indicated to representatives of Goldman Sachs that they were declining a partnership with Party D and had decided to pursue a Whole Company Transaction.
On August 11, 2020, Goldman Sachs sent bid instruction letters to active potential purchasers requesting submission of final definitive
written proposals by August 27, 2020.
On August 11, 2020, Parents legal advisors, Schulte Roth & Zabel, provided
a revised draft merger agreement to Hogan Lovells.
On August 17, 2020, Hogan Lovells provided a revised draft of the merger
agreement to Party As legal advisors.
On August 19-20, 2020, at a regular meeting of the
Board at which members of the Companys management team were present, Mr. Pierno reviewed a summary financial update based on third quarter trends and activity to date to update the financial projections for fiscal years 2020 and
2021included in the January 2020 Projections. The Board authorized Company management and Goldman Sachs to distribute the August 2020 Projections (as defined below) to potential purchasers.
On August 20, 2020, Hogan Lovells provided a revised draft of the merger agreement to Schulte Roth & Zabel.
On August 24, 2020, Schulte Roth & Zabel provided a revised draft of the merger agreement to Hogan Lovells.
On August 26, 2020, representatives of Goldman Sachs received notice from Party F that it would no longer be pursuing a transaction and
that it withdrew all previously submitted offers.
On August 27, 2020, the Company received updated proposals for a Whole Company
Transaction from Party A at $26.75 per Share and Parent at $26.50 per Share. Though Party B continued to perform diligence and analysis, the Company did not receive a final proposal from Party B.
On August 28, 2020, at a special meeting of the Board at which members of the Companys management team and representatives of
Goldman Sachs and Hogan Lovells were present, representatives of Goldman Sachs reviewed the updated proposal from Party A and Parent and presented their financial analysis in respect of the updated proposals. Representatives of Hogan Lovells then
reviewed the terms of the revised merger agreement drafts submitted by Party A and Parent and discussed that the terms of the revised merger agreement drafts were largely consistent and undifferentiated. In consultation with its financial and
legal advisors, the Board authorized Goldman Sachs to explore whether each party could increase its offer.
Later on August 28, 2020,
representatives of Goldman Sachs contacted representatives of Party A and Parent to explore whether such parties could increase their respective offer and submit a best and final proposal by 12:00 p.m. Eastern Time on August 29, 2020. Party A
and Parent were told that they were one of two final parties remaining in the process and that their offers were at that time undifferentiated versus one another in terms of both price and terms.
On August 29, 2020, the Company received final proposals for a Whole Company Transaction from Party A at $28.05 per Share and Parent at
$30.00 per Share.
On August 29, 2020, the Board held a special meeting at which members of the Companys management team and
representatives of Goldman Sachs and Hogan Lovells were present. Representatives of Goldman Sachs and Hogan Lovells reviewed the terms of the final proposals from Party A and Parent, and the Board authorized Company management to enter into an
exclusivity agreement with Parent to allow Hogan Lovells and Schulte Roth & Zabel to continue negotiating terms of the Merger Agreement.
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