Item 1015 -- Reports, Opinions, Appraisals and Negotiations
Report, opinion or appraisal. State whether or
not the subject company or affiliate has received any report, opinion (other
than an opinion of counsel) or appraisal from an outside party that is materially
related to the Rule 13e-3 transaction,
including, but not limited to: Any report, opinion or appraisal relating to
the consideration or the fairness of the consideration to be offered to security
holders or the fairness of the transaction to the issuer or affiliate or to
security holders who are not affiliates.
Preparer and summary of the report, opinion or appraisal.
For each report, opinion or appraisal described in response to paragraph (a)
of this section or any negotiation or report described in response to Item
1014(d) of Regulation M-A or Item
14(b)(6) of Schedule 14A concerning the terms of the transaction:
Identify the outside party and/or unaffiliated
representative;
Briefly describe the qualifications of the
outside party and/or unaffiliated representative;
Describe the method of selection of the outside
party and/or unaffiliated representative;
Describe any material relationship that existed
during the past two years or is mutually understood to be contemplated
and any compensation received or to be received as a result of the relationship
between:
The outside party, its affiliates,
and/or unaffiliated representative; and
The subject company or its affiliates;
If the report, opinion or appraisal relates
to the fairness of the consideration, state whether the subject company
or affiliate determined the amount of consideration to be paid or whether
the outside party recommended the amount of consideration to be paid;
and
Furnish a summary concerning the negotiation,
report, opinion or appraisal. The summary must include, but need not be
limited to, the procedures followed; the findings and recommendations;
the bases for and methods of arriving at such findings and recommendations;
instructions received from the subject company or affiliate; and any limitation
imposed by the subject company or affiliate on the scope of the investigation.
Instruction to Item 1015(b):
The information called for by paragraphs (b)(1), (2) and (3) of this section
must be given with respect to the firm that provides the report, opinion
or appraisal rather than the employees of the firm that prepared the report.
Availability of documents. Furnish a statement to the effect
that the report, opinion or appraisal will be made available for inspection
and copying at the principal executive offices of the subject company or affiliate
during its regular business hours by any interested equity security holder
of the subject company or representative who has been so designated in writing.
This statement also may provide that a copy of the report, opinion or appraisal
will be transmitted by the subject company or affiliate to any interested
equity security holder of the subject company or representative who has been
so designated in writing upon written request and at the expense of the requesting
security holder.
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