The proxy will have everything one needs moving forward. Looking forward to it!
Should include disclosure with respect to purpose of the transaction, post-transaction plans for the issuer and the bidders view as to the fairness of the transaction to the public shareholders.
Key disclosure provisions address fairness of the proposed transaction
Required exhibits include filing of financial advisor presentations (e.g. board books) that are materially related to the transaction prepared for the issuer (even by the bidder). This extends to oral reports and reports and opinions that address matters in addition to the fairness of the transaction.
Events leading up to the decision to go private –any contacts, negotiations or interactions with parties involved during the past 2 years
Who initiated idea to go private
Reasons for timing to go private
Board deliberations
How principle terms of merger were negotiated
Purpose of transaction; alternatives and why such alternatives were rejected
Alternatives could include why not remain public, as well as alternate means of going private
Reasons for the structure and why the transaction is being undertaken
Clear description of the effects of the transaction on the issuer, the affiliates and unaffiliated security holders, including benefits and detriments that are quantified to the extent practicable
Fairness of the transaction to unaffiliated security holders
Address substantive fairness and procedural fairness (i.e. approved by a majority of independent, non-interested directors)
Factors in determining fairness:
Current market prices;
Historical market prices;
Book value;
Going concern value;
Liquidation value;
Purchase prices paid in previous purchases;
Any report, opinion, or appraisal
Identify firm offers
Whether or not a report, opinion or appraisal was received that is materially related to the transaction
Summarized whether oral or written (both preliminary and final); includes drafts, talking papers, spread sheets, summaries, outlines, board books, etc.
Projections given to fairness advisor and used to formulate opinion must be disclosed
Must describe in detail the methodology and evaluations obtained
