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rainbow1111

01/14/12 11:05 AM

#357360 RE: edev #357358

edev, I agree with you on this. If shareholders do not return a completed and signed ballot, they WILL NOT RECEIVE A DISTRIBUTION.

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radiumsoup

01/14/12 11:43 AM

#357366 RE: edev #357358

This is correct.

I've been in a situation personally through a buyout of a private company by a public one where the board (of the private company) approved language in the notification for employees designed to give them a default "opt-in" unless they specifically chose to opt out. It basically came down to the fact that the employees' stock options had to be dealt with "somehow", but the exact method had not yet been identified at the time of notification to the employees.

The language of the notification ended up being something along the lines of "unless you check this box to opt out, by signing this document you grant the board the power to take your stock options and later give you cash for them based on the final value of the purchase transaction prorated to the number of stock options you were granted against the total number of outstanding shares". You had to sign the document to show that you had been notified of the pending merger, and you could opt out if you wanted (and get no distribution, just like here.) Notably, the exact payout was not finalized when we signed the notification, also just like here.

I think this is a common way of making it less messy when there are more than just a few people involved in signing a contract.