SPECIAL FACTORSRecommendation of the Special Committee and Our Board of
Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger
SPECIAL
FACTORSPositions of the Kingswood Group Filing Persons Regarding the Fairness of the Merger
SPECIAL
FACTORSPositions of the Rollover Investor Regarding the Fairness of the Merger
SPECIAL FACTORSPurposes and
Reasons of the Company for the Merger
SPECIAL FACTORSPurposes and Reasons of the Acquiring Group Filing Persons
for the Merger
SPECIAL FACTORSCertain Effects of the Merger; Plans for the Company
SPECIAL FACTORSAlternatives to the Merger
Appendix BOpinion of PJ Solomon Securities, LLC
(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
QUESTIONS AND ANSWERS ABOUT THE MERGER, THE MERGER-RELATED EXECUTIVE COMPENSATION AND THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSPurposes and Reasons of the Company for the Merger
SPECIAL FACTORSPurposes and Reasons of the Acquiring Group Filing Persons for the Merger
SPECIAL FACTORSCertain Effects of the Merger; Plans for the Company
SPECIAL FACTORSEffects on the Company if the Merger is not Completed
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSInterests of the Companys Directors and Executive Officers in the Merger
SPECIAL FACTORSIndemnification of Directors and Officers; Directors and Officers Insurance
SPECIAL FACTORSMerger Proceeds in Respect of Company Equity-Based Awards
SPECIAL FACTORSDelisting and Deregistration of Company Common Stock
SPECIAL FACTORSMaterial U.S. Federal Income Tax Consequences
SPECIAL FACTORSAppraisal Rights
SPECIAL FACTORSPayment of Merger Consideration and Surrender of Stock Certificates
SPECIAL FACTORSFees and Expenses
THE MERGER AGREEMENTCertificate of Incorporation; Bylaws
THE MERGER AGREEMENTConversion of Securities
ADVISORY VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION
Appendix CSections 607.1301-607.1340 of the Florida Business Corporation Act
Item
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8. Fairness of the Transaction.
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(a), (b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSRecommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the
Merger Agreement; Fairness of the Merger
SPECIAL FACTORSOpinion of PJ Solomon Securities, LLC
SPECIAL FACTORSPurposes and Reasons of the Company for the Merger
SPECIAL FACTORSPurposes and Reasons of the Acquiring Group Filing Persons for the Merger
SPECIAL FACTORSPositions of the Kingswood Group Filing Persons Regarding the Fairness of the Merger
SPECIAL FACTORSPositions of the Rollover Investor Regarding the Fairness of the Merger
SPECIAL FACTORSInterests of the Companys Directors and Executive Officers in the Merger
Appendix BOpinion of PJ Solomon Securities, LLC
The presentations and discussion materials dated August 22, 2019, September 20, 2019, January 20, 2020, January 22,
2020, January 27, 2020, January 29, 2020 and January 30, 2020, each prepared by PJ Solomon Securities, LLC and reviewed by the special committee of the board of directors of the Company or the board of directors of the Company, as
applicable, are attached hereto as Exhibits (c)(2) (c)(8) and are incorporated by reference herein.
(c) Approval of
Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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