The Shareholders will have "Dissenters' Rights" under California law in connection with the merger. Any Shareholder who has not voted shares of the Company's common stock in favor of the Merger and the Merger Agreement has the right to be paid the fair market value for such shares of the Company's common stock in lieu of the SCS Stock provided for in the Merger Agreement. The value of the Company's common stock for this purpose will exclude any element of value arising from the accomplishment or expectation of the Merger.
THE COMPANY HAS DETERMINED THAT THE FAIR MARKET VALUE OF ITS COMMON STOCK IS THE LESSER OF THE CLOSING BID PRICE OF THE COMPANY'S COMMON STOCK AS OF THE EFFECTIVE DATE OF THE MERGER OR THE VALUE OF SUCH STOCK BASED UPON THE 10-DAY MOVING AVERAGE AS OF THE DATE OF THE MERGER. THE VALUE AS OF THE MAILING OF THIS STATEMENT IS APPROXIMATELY $.007 PER SHARE.
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