Nicholas Investment Co Inc (fka NIVM)

[Mr Wowza]

Each share of the Preferred and Common stock of the Company will be canceled and automatically converted into the right to receive an amount of cash as described below.


At the time of the Merger, Merger Corp will pay cash to the Company of $42.5 million, which amount is subject to working capital adjustments provided for in the Merger Agreement (the “Merger Consideration”). The Merger Consideration will be used as follows:


first, the Surviving Corporation will pay its outstanding debt and certain other specified liabilities and outstanding expenses specified in the Merger Agreement (the “Closing Disbursements”); and



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second, the Surviving Corporation will pay the amount remaining after satisfaction of the Closing Disbursements (the “Shareholder Proceeds”) to an exchange agent (the “Exchange Agent”) for distribution to the Company’s shareholders.