The presentations dated April 8, 2022, April 15, 2022, April 22, 2022,
April 28, 2022, May 5, 2022, May 11, 2022, May 15, 2022, May 20, 2022, May 23, 2022, June 3, 2022, June 10, 2022, June 17, 2022, June 25, 2022 (two), June 27, 2022, June 28, 2022 and
June 29, 2022, each prepared by Centerview and reviewed by the Special Committee, are attached hereto as Exhibits (c)(1) through (c)(17) and are incorporated by reference herein.
The presentations dated August 10, 2021, March 2022, April 2022, May 2022, May 2022, June 9, 2022 and June 29, 2022, each
prepared by Greenhill & Co., LLC, and dated March 2021, prepared by BofA Securities, Inc., and reviewed by members of the Sands Family Stockholders, on behalf of the Sands Family Stockholders, are attached hereto as Exhibits (c)(18) through
(c)(25) and are incorporated by reference herein.
(c) |
Approval of Security Holders. The information set forth in the Proxy Statement/Prospectus under the
following captions is incorporated herein by reference: |
QUESTIONS AND ANSWERS
SUMMARYSpecial Factors
SUMMARYSpecial Meeting of Stockholders
THE SPECIAL MEETINGRecord Date; Stock Entitled to Vote
THE SPECIAL MEETINGQuorum
THE SPECIAL
MEETINGRequired Vote; Abstentions
SPECIAL FACTORSReasons for the Reclassification; Fairness of the Reclassification
(d) |
Unaffiliated Representative. The information set forth in the Proxy Statement/Prospectus under the
following captions is incorporated herein by reference: |
THE SPECIAL MEETINGRecommendations of the Special Committee and of
the Board
SPECIAL FACTORSBackground of the Reclassification
SPECIAL FACTORSReasons for the Reclassification; Fairness of the Reclassification
SPECIAL FACTORSRecommendations of the Special Committee and of the Board
SPECIAL FACTORSFinancial Opinion of CenterviewOther Presentations by Centerview
THE RECLASSIFICATION AGREEMENT PROVISIONS FOR UNAFFILIATED STOCKHOLDERS
(e) |
Approval of Directors. The information set forth in the Proxy Statement/Prospectus under the following
captions is incorporated herein by reference: |
SUMMARYSpecial Factors
THE SPECIAL MEETINGRecommendations of the Special Committee and of the Board
THE SPECIAL MEETINGVoting by the Companys Directors and Executive Officers
SPECIAL FACTORSBackground of the Reclassification
SPECIAL FACTORSReasons for the Reclassification; Fairness of the Reclassification
SPECIAL FACTORSRecommendations of the Special Committee and of the Board
SPECIAL FACTORSInterests of Certain Persons in the Reclassification
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(f) |
Other Offers. Not applicable. |
Item 9. Reports, Opinions, Appraisals and Negotiations
(Reg. M-A 1015)
(a)(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set
forth in the Proxy Statement/Prospectus under the following captions is incorporated herein by reference:
SUMMARYSpecial Factors
8