In the letter, Mr. Anderson also stated that the definitive transaction documents will provide that the transactions will be conditioned upon the approval of a majority of the shares of stock of the Company that are not directly or indirectly controlled by members of the Anderson family. Mr. Anderson also made clear that he and the other members of the Anderson family are interested only in acquiring the outstanding shares of the Company that they do not already own, and are not currently interested in considering a sale of their shares to a third party or any merger or other strategic transaction involving any third party and do not intend to vote in their capacity as shareholders in favor of any such transaction.
Mr. Anderson has engaged Ropes & Gray LLP as his legal advisor and BDT & Company, LLC as his financial advisor for the proposed transaction.
A copy of Mr. Anderson’s letter to the Board is attached as an exhibit to Amendment No. 8 to the Anderson family’s Schedule 13D, which is being filed with the Securities and Exchange Commission (“SEC”) today, and once filed will be available at no charge on the SEC’s website at www.sec.gov.
Pending the execution of a definitive agreement, the Company’s shareholders and others considering trading in its securities should recognize that the announcement of this proposal is only the beginning of the process of considering the proposal and that no definitive time frame has been determined and that there can be no assurance that any transaction, whether on the proposed terms or other terms, will be consummated. There can also be no assurance that Mr. Anderson will be able to obtain the financing commitments necessary to proceed with the proposal.This press release is not a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell shares of the Company, and it is not a substitute for any proxy statement or other filings that may be made with the Securities and Exchange Commission (the “SEC”) should this proposed transaction go forward. If such documents are filed with the SEC, investors will be urged to thoroughly review and consider them because they will contain important information, including risk factors. Any such documents, once filed, will be available free of charge at the SEC’s website ( www.sec.gov ) and from the Company.
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