(f) The information set forth in Section 10 (Interest of Directors and
Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares) in the Offer to Purchase is incorporated by reference herein.
Schedule 13E-3,
Item 3. Identity and Background of Filing Person
(b) The information set forth in Section 10 (Interest of Directors and Executive Officers; Agreements, Transactions, and
Arrangements Concerning the Shares) in the Offer to Purchase is incorporated by reference herein.
(c) The information set
forth in the Offer to Purchase in Section 9 (Certain Information Concerning the Company) and in Section 10 (Interest of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the
Shares) regarding directors and executive officers of SunLink is incorporated herein by reference.
Schedule 13E-3,
Item 4. Terms of the Transaction
(c) The information set forth in Summary Term Sheet and Summary of Special Factors, Section 1 (Number of Shares;
Purchase Price; Proration,), Section 3 (Procedures for Tendering Shares), Section 4 (Withdrawal Rights), Section 5 (Purchase of Shares and Payment of Purchase Price), Section 6
(Conditions of the Offer) Section 13 (Material U.S. Federal Income Tax Consequences) and Section 14 (Extension of the Offer; Termination; Amendment) in the Offer to Purchase is incorporated herein by
reference. Except as described in The Offer (Number of Shares; Purchase Price; Proration) no holder of shares will be treated in the Offer differently from any other holder of shares.
(d) As stated in Section 2 (Special Factors; Purpose of the Offer; Certain Effects of the Offer; Effects of a Potential
Deregistration Subsequent to the Offer; Fairness of the Offer; Additional Background to the Offer; Other Plans or Proposals) in the Offer to Purchase, which information is incorporated herein by reference, the holders of SunLinks shares
are not entitled to appraisal rights.
(e) As set forth in the Offer to Purchase in Section 2 (Special Factors; Purpose of
the Offer; Certain Effects of the Offer; Effects of a Potential Deregistration Subsequent to the Offer; Fairness of the Offer; Additional Background to the Offer; Other Plans or Proposals) which statement is incorporated herein by reference,
no provisions have been made to grant unaffiliated security holders access to the corporate files of the filing person or to obtain counsel or appraisal services at the expense of the Company.
(f) Not applicable. The consideration offered to security holders is cash.
Schedule 13E-3,
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a) The information set forth in Section 10 (Interest of Directors and Executive Officers; Agreements, Transactions, and
Arrangements Concerning the Shares) in the Offer to Purchase is incorporated herein by reference.
(b) None.
(c) None.
Schedule 13E-3,
Item 7. Purposes, Alternatives, Reasons and Effects
The information in
Summary Term Sheet And Summary of Special Factors and Section 2 (Special Factors; Purpose of the Offer; Certain Effects of the Offer; Effects of a Potential Deregistration Subsequent to the Offer; Fairness of the Offer;
Additional Background to the Offer; Other Plans or Proposals) in the Offer to Purchase is incorporated herein by reference.
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