SPECIAL FACTORSBackground of the Reclassification
SPECIAL FACTORSReasons for the Reclassification; Fairness of the Reclassification
SPECIAL FACTORSInterests of Certain Persons in the Reclassification
SPECIAL FACTORSCertain Effects of the Reclassification
SPECIAL FACTORSNo Appraisal Rights
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
DESCRIPTION OF COMMON STOCK AFTER THE RECLASSIFICATION
COMPARISON OF STOCKHOLDER RIGHTS
ANNEX
AForm of Amended and Restated Charter
ANNEX BForm of Amended and Restated By-Laws
Item 8. Fairness of the Transaction
(Reg. M-A 1014)
(a)(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the
Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SUMMARYSpecial Factors
THE SPECIAL MEETINGRecommendations of the Special Committee and of the Board
SPECIAL FACTORSBackground of the Reclassification
SPECIAL FACTORSReasons for the Reclassification; Fairness of the Reclassification
SPECIAL FACTORSFinancial Opinion of Centerview
SPECIAL FACTORSOther Financial Advisor Presentations
SPECIAL FACTORSRecommendations of the Special Committee and of the Board
SPECIAL FACTORSInterests of Certain Persons in the Reclassification
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ANNEX DFairness Opinion of Centerview Partners LLC
The presentations dated April 8, 2022, April 15, 2022, April 22, 2022, April 28, 2022, May 5, 2022, May 11,
2022, May 15, 2022, May 20, 2022, May 23, 2022, June 3, 2022, June 10, 2022, June 17, 2022, June 25, 2022 (two), June 27, 2022, June 28, 2022 and June 29, 2022, each prepared by Centerview and
reviewed by the Special Committee, are attached hereto as Exhibits (c)(1) through (c)(17) and are incorporated by reference herein.
The
presentations dated August 10, 2021, March 2022, April 2022, May 2022, May 2022, June 9, 2022 and June 29, 2022, each prepared by Greenhill & Co., LLC, and dated March 2021, prepared by BofA Securities, Inc., and reviewed by
members of the Sands Family Stockholders, on behalf of the Sands Family Stockholders, are attached hereto as Exhibits (c)(18) through (c)(25) and are incorporated by reference herein.
(c) |
Approval of Security Holders. The information set forth in the Proxy Statement/Prospectus under the
following captions is incorporated herein by reference: |
QUESTIONS AND ANSWERS
SUMMARYSpecial Factors
SUMMARYSpecial Meeting of Stockholders
THE SPECIAL MEETINGRecord Date; Stock Entitled to Vote
THE SPECIAL MEETINGQuorum
THE SPECIAL
MEETINGRequired Vote; Abstentions
SPECIAL FACTORSReasons for the Reclassification; Fairness of the Reclassification
(d) |
Unaffiliated Representative. The information set forth in the Proxy Statement/Prospectus under the
following captions is incorporated herein by reference: |
THE SPECIAL MEETINGRecommendations of the Special Committee and of
the Board
8