GTAX Shareholder Vote on Proposed Merger with NHLD is September 9, 2013 at 10am ET Merger Q&A info from the Proxy: http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9449667 QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGER
The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the Gilman special meeting. These questions and answers may not address all questions that may be important to you as a stockholder. Please refer to the “Summary” and the more detailed information contained elsewhere in this proxy statement/prospectus, the annexes to this proxy statement/prospectus and the documents referred to in or incorporated by reference in this proxy statement/prospectus, which you should read carefully and in their entirety.
Q1.
What is the merger?
A1.
National, National
Acquisition Corp, a wholly-owned subsidiary of National which we refer to as the Merger Sub, and Gilman have entered into a merger agreement, pursuant to which Merger Sub will merge with and into Gilman, with Gilman continuing as the surviving corporation, in a
transaction which is referred to as the merger. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus.
Q2.
Why are National and Gilman proposing to merge?
A2.
National and Gilman believe the merger is in the best interests of both companies and their respective
shareholders. National and Gilman believe that the merger will bring together two complementary institutions to create a strategically, operationally and financially strong company that is positioned for further growth. You should review the background of and reasons for the merger described in greater detail beginning on page .
Q3.
Why have I received this proxy statement/prospectus?
A3.
Gilman is sending these materials to its stockholders to help them decide how to vote their shares of
common stock with respect to the merger and other matters to be considered at the special meeting.
The merger cannot be completed unless Gilman stockholders adopt the merger agreement. Gilman is holding a special meeting of its stockholders to vote on the proposals necessary to complete the merger. Information about this special meeting is contained in this proxy statement/prospectus.
This document is being delivered to you as both a proxy statement of Gilman and a prospectus of National. It is a proxy statement because the Gilman board of directors is soliciting proxies from its stockholders to vote on the adoption of the merger agreement at a special meeting of Gilman stockholders as well as the other matters set forth in the notice of the meeting and described in this proxy statement/prospectus, and your proxy will be used at the special meeting or at any adjournment or postponement of the special meeting. It is a prospectus because National will issue National common stock to Gilman stockholders in the merger. On or about August 12, 2013, Gilman intends to begin to deliver to its stockholders of record as of the close of business on August 7, 2013, printed versions of these materials.
Q4.
What am I being asked to vote on at the special meeting?
A4.
You are being asked to consider and vote on a proposal to adopt the merger agreement, which provides, among other things, for the acquisition of Gilman by National. You are also being asked to consider and vote, on an advisory basis, on a proposal to approve the “golden parachute” compensation that will be payable to one of Gilman’s named executive officers in connection with the merger as reported in the Golden Parachute Compensation table on page 78 and to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.
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IF GILMAN STOCKHOLDERS FAIL TO ADOPT THE MERGER AGREEMENT, THE MERGER CANNOT BE COMPLETED.
Q5.
How does the Gilman board of directors recommend that I vote?
A5.
The Gilman board of directors recommends that you vote “ FOR ” approval of the proposal to adopt the merger agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute compensation” and “ FOR ” approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.
Q6.
What will Gilman common stockholders receive for their Gilman shares?
A6.
All of the outstanding shares of Gilman common stock, par value $0.01 per share, outstanding as of the effective time of the merger (the “effective time”) will be exchanged for a total of up to 24,000,000 shares (subject to rounding for fractional shares) of National common stock which equates to an
exchange ratio of 0.248843451 shares of National common stock for each share of Gilman common stock. Pursuant to the terms of the merger agreement, immediately prior to closing of the merger, the outstanding indebtedness of Gilman may not exceed $5,400,000, which shall exclude any
capital leases, leasehold improvements, insurance premium financing and financing of the AT&T equipment lease of Gilman or its subsidiaries, and any amounts in excess of $5,000,000 and up to $5,400,000 (the “Difference”) shall cause a reduction in the number of shares of National common stock issued under the merger agreement, such reduction in share amount equal to the quotient of the Difference and $0.30 (subject to equitable adjustment for any stock split,
dividend recapitalization and the like). By way of example, if Gilman’s outstanding indebtedness were $5,400,000 immediately prior to closing, this would have the effect of reducing the exchange ratio to approximately 0.2350188466 of a share of National common stock per share of Gilman common stock.
Q7.
Will National stockholders receive any shares as a result of the merger?
A7.
No. National stockholders will continue to hold the same shares of National common stock they currently own.
Q8.
When and where is the Gilman special meeting?
A8.
The special meeting will be held on September 9, 2013 at 10:00 a.m. local time, at the offices of Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32 nd Floor, New York, NY 10006.
Q9.
Are there risks associated with the merger that I should consider in deciding how to vote?
A9.
Yes. There are a number of risks related to the merger and the other transactions contemplated by the merger agreement that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 19 of this proxy statement/prospectus.
Q10.
What are the tax consequences to Gilman stockholders of the merger?
A10.
The exchange of shares of Gilman common stock for National common stock in the merger is intended to be a tax-free reorganization under the U.S. Internal Revenue Code of 1986, or the “Code”. Please carefully review the information under “The Merger—Material United States Federal
Income Tax Consequences of the Merger” beginning on page 79 for a description of the material U.S. federal income tax consequences of the merger. The tax consequences to you will depend on your own situation (including whether or not you excercise appraisal rights). We urge you to consult your tax advisors as to the specific tax consequences to you of the merger, including the applicability and effect of federal, state, and local income and other tax laws in light of your particular circumstances.
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Q11.
What will the name of each company be after the merger?
A11.
The name of National and Gilman will remain unchanged after the merger, with Gilman becoming a wholly-owned subsidiary of National.
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