Here are some other quotes from the filings...
"The Offer is being made by Galil only for the Shares and Public Warrants and is not made for any warrants of the Company that are not included in the Public Warrants (these other warrants being referred to collectively as the "Non-Public Warrants"). Pursuant to the Merger Agreement, Galil and Merger Sub will negotiate with each holder of a Non-Public Warrant for the termination of such Non-Public Warrants in exchange for the Non-Public Warrant Consideration provided in the Merger Agreement. A condition to the consummation of the Offer is that the Purchaser shall have entered into agreements with the holders of the Non-Public Warrants to terminate such Non-Public Warrants in exchange for the Non-Public Warrant Consideration."
"Proposal: On behalf of Galil Medical Ltd.’s (“Galil’s”) Board of Directors, we would like to make a proposal to acquire 100% of the outstanding equity securities of Perseon (“PRSN”), including shares of common stock, warrants and options, in an all-cash transaction (the “Transaction”) for an aggregate purchase price equal to no more than $10.58 million. The Transaction will involve two steps: a tender offer for all outstanding shares at a purchase price equal to $1.00 per share (the “Purchase Price”) and for all of Perseon’s publicly traded warrants at a purchase price of $0.02 per warrant and for all unregistered warrants for an aggregate purchase price of $538,621, followed by a merger under Section 251(h) of the Delaware General Corporation Law. The tender offer will be subject to conditions, including the valid tender of at least a majority of the outstanding shares and at least 65% of the outstanding publicly traded warrants. This proposal is nonbinding except for the paragraphs below under the headings “Exclusivity,” “Confidentiality” and “Standstill” which represent agreements effective upon your execution of this letter.
This Proposal assumes: 1) there is no debt and no undisclosed liabilities, and that the equity capital structure for Perseon outlined in Annex A is accurate and complete; 2) Perseon’s transaction costs will not exceed $1.75 million; and 3) that all unexercised warrants and options other than the publicly traded warrants will be cancelled or purchased.
Closing Contingencies & Approvals: Following the announcement of the proposed Transaction, closing will likely be subject to several contingencies, including:
1) Galil’s shareholder approval, keeping in mind that Galil’s board members control greater than 95% of Galil’s voting shares;
2) Regulatory and other traditional third-party approvals;
3) Securing of adequate financing by Galil;
4) Receipt by Perseon of a fairness opinion; and
5) No material outstanding lawsuits or appraisal rights claims by Perseon security holders (though Galil can waive this, if necessary)."
"Importantly, we believe from our work with Galil insiders and other interested parties that the financing can be completed within the timeline of preparing the final documents (below)."
AI
