下午2時30分，根據特別委員會的指示，戴維斯·波爾克、德意志銀行、甲方及其法律顧問的代表致電討論甲方財團和S的建議。甲方代表描述了他們之前參與管理聯合體的情況，並表示他們繼續
有興趣收購公司。德意志銀行代表強調，特別委員會S要求甲方根據交易時間表及時提供其財團成員的組成、身份和財務實質以及資金來源的證明。
At 4:00 p.m., the Special Committee held a meeting, at which
representatives of Davis Polk, Mourant and Deutsche Bank were present, to consider the proposed transaction with the Buyer and the email letter from Party A. At the meeting, Davis Polk and Deutsche Bank provided to the Special Committee a brief
update on the latest negotiations with the Buyer, including the updated information received on its financing. It was noted that the negotiations with the Buyer and the draft transaction documents were at near-final stage with no major commercial
issues outstanding. The directors and the advisors discussed the email letters from Party A. The directors noted that Party A had not yet provided certain material information regarding its proposal, including clarity as to the composition and
identities and financial substance of the consortium members, proof of funding sources, the fact that their funding appeared to require outbound direct investment approval, and that the deposit made into the Management Consortiums account was
only a small portion of the total funding required for the transaction. Further, the Special Committee had no negotiations with Party A on the draft transaction documents. The directors noted that the substantial progress the Special Committee had
made with the Buyer on the material terms of the transaction and determined that it would not be in the best interests of the Company and its shareholders to delay and potentially jeopardize a potential transaction with the Buyer in view of the
uncertainty of Party As proposal, particularly taking into account how long the Special Committee and its advisors had been engaging with the Management Consortium (which Party A purported to now lead) and had yet to reach agreement on
material terms. After discussions, members of the Special Committee decided that it should continue to proceed with the proposed transaction with the Buyer. Representatives of Davis Polk summarized the key terms of the merger agreement and the other
transaction documents as agreed with the Buyer, including (a) the merger structure, (b) the shareholder approval requirement, (c) the treatment of the outstanding options and restricted share awards, (d) the go shop/non-solicitation and fiduciary out provisions, (e) the D&O indemnification and insurance, (f) the closing conditions under the merger agreement, (g) the circumstances under
which the parties would have the right to terminate the merger agreement and the associated termination fees and expenses payable upon termination, (h) the limited guarantee, (i) the available funds and financing, (j) the rollover and
support agreement and (k) certain amendments to the Company Rights Agreement. Thereafter, Deutsche Bank reviewed its financial analysis of the Per Share Merger Consideration with the Special Committee and rendered an oral opinion, which was
confirmed by delivery of a written opinion dated December 11, 2023 after the meeting, to the Special Committee to the effect that as of that date and based on and subject to various assumptions made, procedures followed, matters considered and
limitations and qualifications described in its written opinion, the Per Share Merger Consideration to be received by holders of Shares (excluding Parent and its affiliates) was fair, from a financial point of view, to such holders, without regard
to individual circumstances of specific holders or the securities of the Company held by such holders, or as to relative fairness. After full discussion and careful consideration, including the factors noted under The MergerReasons for
the Merger and Recommendation of the Special Committee and the Board, beginning on page 56, the Special Committee unanimously (a) determined that the merger agreement and the other transaction documents and the transactions contemplated thereby
are advisable and in the best interests of, the Company and the unaffiliated shareholders as a whole and (b) resolved to recommend that the Board approve the merger agreement and the other transaction documents and the consummation of the
merger and the other transactions contemplated thereby. After the approval of the Special Committee, the audit committee of the Board held a meeting and approved the merger agreement, the other transaction documents and the transactions contemplated
thereby.
在特別委員會會議和審計委員會會議之後，董事會舉行了一次會議，
Davis Polk、Refinant和德意志銀行的代表出席了會議，以審議合併協議和特別委員會與買方協商的其他交易文件。在
51
