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Thursday, October 30, 2014 11:47:00 PM
The Board will review and evaluate the Letter and the Proposal in due course, consistent with its fiduciary duties. Accordingly, in February 2014, the Board formed a Special Committee of independent directors to evaluate the Proposal. The members of the special committee are Michael J. Meyer and David Ledy, both of whom the Board believes are independent and disinterested in respect of the Proposal. The Special Committee has retained independent counsel and a financial advisor to evaluate whether any transaction arising out of the Proposal is fair, from a financial point of view, to the Company's non-participating and unaffiliated shareholders. The Special Committee, with the assistance of its advisors, is in the process of evaluating the Proposal.
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