UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13E-3
(Amendment No.
7)
(Rule 13E-100)
RULE 13E-3 TRANSACTION STATEMENT
Under Section
13(e) of the Securities Exchange Act of 1934
CHINA SECURITY & SURVEILLANCE TECHNOLOGY,
INC.
(Name of Issuer)
CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC.
RIGHTMARK HOLDINGS LIMITED
RIGHTMARK MERGER SUB LIMITED
INTELLIGENT ONE LIMITED
WHITEHORSE TECHNOLOGY LIMITED
GUOSHEN
TU
WING KHAI YAP (TERENCE)
LIZHONG WANG
ZHONGXIN XIE
LINGFENG XIONG
LI FANG
YING ZHANG
ZHIMING WU
DAOBIN
SANG
GUOHUI CAO
PO KWAI CHOW
YANG ZHAO
YUJUAN GUAN
ZHUO GONG
XIHONG DAI
QIAOMIN WU
KAICHENG CHENG
LEI
WANG
XIAOSHENG TONG
(Name of Persons Filing Statement)
Common Stock, par value $0.0001 per share
(Title of
Class of Securities)
16942J105
(CUSIP Number of Class of Securities)
China Security & Surveillance Technology, Inc.
|
Guoshen Tu, Wing Khai Yap (Terence),
Lizhong
|
13/F, Shenzhen Special Zone Press Tower
|
Wang, Zhongxin Xie, Lingfeng Xiong, Li
Fang, Ying
|
Shennan Rd.
|
Zhang, Zhiming Wu, Daobin Sang, Guohui
Cao, Po
|
Futian, Shenzhen 518034
|
Kwai Chow, Yang Zhao, Yujuan Guan,
Zhuo Gong,
|
Attn: Chief Executive Officer
|
Xihong Dai, Qiaomin Wu, Kaicheng
Cheng, Lei Wang
|
+86 755 8351 0888
|
and Xiaosheng Tong
|
|
c/o China Security & Surveillance
Technology, Inc.
|
|
13/F, Shenzhen Special Zone Press
Tower
|
|
Shennan Rd.
|
|
Futian, Shenzhen 518034
|
|
Attn: Chief Executive Officer
|
|
+86 755 8351 0888
|
|
|
Rightmark Holdings Limited
|
Rightmark Merger Sub Limited
|
c/o China Security & Surveillance Technology,
Inc.
|
c/o China Security & Surveillance
Technology, Inc.
|
13/F, Shenzhen Special Zone Press Tower
|
13/F, Shenzhen Special Zone Press
Tower
|
Shennan Rd.
|
Shennan Rd.
|
Futian, Shenzhen 518034
|
Futian, Shenzhen 518034
|
Attn: Board of Directors
|
Attn: Board of Directors
|
+86 755 8351 0888
|
+86 755 8351 0888
|
|
|
Intelligent One Limited
|
Whitehorse Technology Limited
|
c/o China Security & Surveillance Technology,
Inc.
|
c/o China Security & Surveillance
Technology, Inc.
|
13/F, Shenzhen Special Zone Press Tower
|
13/F, Shenzhen Special Zone Press
Tower
|
Shennan Rd.
|
Shennan Rd.
|
Futian, Shenzhen 518034
|
Futian, Shenzhen 518034
|
Attn: Board of Directors
|
Attn: Board of Directors
|
+86 755 8351 0888
|
+86 755 8351 0888
|
(Name, address and telephone number of person authorized to
receive
notices and communications on behalf of the persons filing
statement)
With copies to:
|
|
|
|
Gregory D. Puff
|
Michael V. Gisser
|
Louis A. Bevilacqua
|
Shearman & Sterling LLP
|
Peter X. Huang
|
Stephen R. Rusmisel
|
12
th
Floor, Gloucester Tower
|
Skadden, Arps, Slate, Meagher &
|
Pillsbury Winthrop Shaw Pittman
|
The Landmark, 15 Queens Road,
|
Flom LLP
|
LLP
|
Central
|
30th Floor, China World Office 2
|
2300 N Street, N.W.
|
Hong Kong
|
1 Jianguomenwai Avenue
|
Washington, DC 20037-1122
|
Beijing 100004, PRC
|
This statement is filed in connection with (check the
appropriate box):
[X] The filing of solicitation
materials on an information statement subject to Regulation 14A, Regulation 14C
or Rule 13e-3(c) under the Securities Exchange Act of 1934.
[ ] The filing of a registration
statement under the Securities Act of 1933.
[ ] A tender offer.
[ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are preliminary copies:
[ ]
Check the following box if the filing is a final amendment
reporting the results of the transaction: [X]
CALCULATION OF FILING FEE
Transaction Valuation*
|
|
Amount of Filing Fee**
|
$441,991,611
|
|
$51,315
|
* Calculated solely for the purpose of
determining the filing fee in accordance with Rule 0-11(b)(1) under the
Securities Exchange Act of 1934, as amended. The filing fee is calculated based
on the sum of (i) the aggregate cash payment for the proposed per share cash
payment of $6.50 for 67,995,345 shares of common stock issued and outstanding as
of July 22, 2011 (consisting of the 89,703,773 shares of common stock
outstanding as of July 22, 2011 minus 21,708,428 shares held by Guoshen Tu,
certain management members of the registrant and their respective affiliates
(the Rollover Shares)), and (ii) the product of 12,864 shares of common stock
underlying outstanding warrants as of July 22, 2011 multiplied by $1.70 per
share (which is the difference between $6.50 per share merger consideration and
the exercise price of $4.80 per share). The Rollover Shares that are not
included in the foregoing calculation have been so excluded because they are
being contributed to Rightmark Holdings Limited immediately prior to the
consummation of the merger.
** The filing fee, calculated in accordance with
Rule 0-11(b)(1) of the Securities Exchange Act of 1934 and the Securities and
Exchange Commission Fee Rate Advisory #5 for Fiscal Year 2011, is calculated by
multiplying the Transaction Valuation by .0001161.
[X] Check the box if any part of the fee is offset
as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $51,329
Form or Registration No.:
Schedule 14APreliminary Proxy Statement
Filing Party: China Security &
Surveillance Technology, Inc.
Date Filed: May 31, 2011
TABLE OF CONTENTS
|
Page
|
INTRODUCTION
|
1
|
Item 15 Additional Information.
|
1
|
Item 16 Exhibits
|
2
|
INTRODUCTION
This Amendment No. 7 (this
Final Amendment
) to the
Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits
hereto (as amended, this
Schedule 13E-3
), is being filed with the
Securities and Exchange Commission (the
SEC
) pursuant to Section 13(e)
of the Securities Exchange Act of 1934, as amended (the
Exchange Act
)
jointly by the following persons (each, a
Filing Person
, and
collectively, the
Filing Persons
): China Security & Surveillance
Technology, Inc., a Delaware corporation (
CSST
, or the
Company
), the issuer of the common stock, par value $0.0001 per share
(the
Company Common Stock
) that is subject to the Rule 13e-3
transaction, Rightmark Holdings Limited, a British Virgin Islands company
(
Parent
), Rightmark Merger Sub Limited, a Delaware corporation and a
wholly owned subsidiary of Parent (the
Merger Sub
), Intelligent One
Limited, a British Virgin Islands company (
Intelligent One
), Whitehorse
Technology Limited, a British Virgin Islands company (
Whitehorse
),
Guoshen Tu (
Mr. Tu
), the Chairman and Chief Executive Officer of the
Company, and each of the other Rollover Stockholders (as defined below).
This Schedule 13E-3 relates to the Agreement and Plan of
Merger, dated as of April 20, 2011, by and among Parent, Merger Sub, the Company
and Mr. Tu (solely for the purpose of Section 6.15 thereof) , which was
subsequently amended and restated by the Amended and Restated Agreement and Plan
of Merger, dated as of May 3, 2011, by and among the same parties (such
Agreement and Plan of Merger, as amended and restated, the
Merger
Agreement
), providing for the merger of Merger Sub with and into the
Company (the
Merger
), with the Company surviving the Merger as a wholly
owned subsidiary of Parent. Parent and Merger Sub are beneficially owned by Mr.
Tu.
This Final Amendment is being filed pursuant to Rule
13e-3(d)(3) to report the results of the transaction that is the subject of this
Schedule 13E-3. Except as set forth in this Final Amendment, all information in
this Schedule 13E-3 remains unchanged.
All information contained in this Schedule 13E-3 concerning
each Filing Person has been supplied by such Filing Person. No Filing Person,
including the Company, has produced any disclosure with respect to any other
Filing Persons nor is responsible for the accuracy of any information supplied
by any other Filing Person.
Item 15 Additional Information.
Item 15(b) is hereby amended and supplemented as follows:
On September 14, 2011, at 10:00 a.m. (Hong Kong time), an
annual meeting of the stockholders of the Company, was held at the Companys
office at 13/F, Shenzhen Special Zone Press Tower, Shennan Road, Futian
District, Shenzhen 518034, the Peoples Republic of China. At the annual
meeting, the Companys stockholders voted to adopt the Merger Agreement.
On September 15, 2011, the Company filed a Certificate of
Merger with the Secretary of State of the State of Delaware, pursuant to which
the Merger became effective at 12:01 a.m., Eastern time, on September 16, 2011.
Upon the Merger, each outstanding share of Company Common Stock was converted
into the right to receive $6.50 per share in cash, without interest, excluding
shares owned by (i) Parent, Merger Sub or any other direct or indirect wholly
owned subsidiary of Parent, including shares contributed to Parent
immediately prior to the effective time of the Merger by Mr. Tu, Wing Khai Yap
(Terence), Lizhong Wang, Zhongxin Xie, Lingfeng Xiong, Li Fang, Ying Zhang,
Zhiming Wu, Daobin Sang, Guohui Cao, Po Kwai Chow, Yang Zhao, Yujuan Guan, Zhuo
Gong, Xihong Dai, Qiaomin Wu, Kaicheng Cheng, Lei Wang and Xiaosheng Tong, each
of whom is a member of the Companys management team or the nominee of a member
of the Companys management team (collectively, the
Rollover
Stockholders
) pursuant to an equity rollover agreement among Parent,
Intelligent One and the Rollover Stockholders, (ii) the Company or any direct or
indirect wholly owned subsidiary of the Company or (iii) stockholders who have
properly exercised, perfected and not withdrawn a demand for, or lost the right
to, appraisal rights under Delaware law. In addition, at the effective time of
the Merger, each warrant to purchase shares of Company Common Stock issued that
was outstanding at the effective time of the Merger was canceled and, in
exchange therefor, converted into the right to receive a cash payment (without
interest) equal to the product of (A) the excess of $6.50 over the exercise
price per share of Company Common Stock of such warrant and (B) the number of
shares of Company Common Stock subject to such warrant; provided, that if the
exercise price per share of Company Common Stock of any such warrant is equal to or
greater than $6.50, such warrant was canceled without any cash payment being
made in respect thereof.
1
Upon the effective time of the Merger, CSST became a wholly
owned subsidiary of Parent and the separate corporate existence of Merger Sub
ceased. As a result of the Merger, the Company Common Stock ceased to trade on
The New York Stock Exchange (
NYSE
) prior to the opening of trading on
September 16, 2011 and became eligible for delisting from NYSE and termination
of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange
Act. NYSE has filed an application on Form 25 with the SEC to report that the
Company is no longer listed on NYSE. The Company intends to file a
Certification and Notice of Termination on Form 15 with the SEC in order to
deregister the Company Common Stock under the Exchange Act and suspend the
Companys reporting obligations under the Exchange Act.
Item 16
Exhibits.
(a)(1) Definitive Proxy Statement of China Security &
Surveillance Technology, Inc., incorporated by reference to the Schedule 14A
filed with the Securities and Exchange Commission on August 11, 2011 (the
Proxy Statement
).
(a)(2) Form of Proxy Card, incorporated herein by reference to
the Proxy Statement.
(a)(3) Notice of Annual Meeting of Stockholders of the Company,
incorporated herein by reference to the Proxy Statement.
(a)(4) Press Release dated as of May 3, 2011, incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished
by the Company to the Securities and Exchange Commission on May 3, 2011.
(a)(5) Press Release dated as of July 5, 2011, incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished
by the Company to the Securities and Exchange Commission on July 5, 2011.
(a)(6) Press Release dated as of July 20, 2011, incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished
by the Company to the Securities and Exchange Commission on July 20, 2011.
(a)(7) Press Release dated as of July 29, 2011, incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished
by the Company to the Securities and Exchange Commission on July 29, 2011.
(a)(8) Press Release dated as of August 11, 2011, incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished
by the Company to the Securities and Exchange Commission on August 11, 2011.
(a)(9) The Current Report on Form 8-K furnished by the Company
to the Securities and Exchange Commission on August 15, 2011.
(a)(10) Press Release dated as of September 14, 2011,
incorporated herein by reference to Exhibit 99.1 to the Current Report on Form
8-K furnished by the Company to the Securities and Exchange Commission on
September 14, 2011.
(a)(11) Press Release dated as of September 16, 2011,
incorporated herein by reference to Exhibit 99.1 to the Current Report on Form
8-K furnished by the Company to the Securities and Exchange Commission on
September 16, 2011.
(b)(1) Facility Agreement dated as of April 20, 2011, by and
among Parent and China Development Bank Corporation Hong Kong Branch,
incorporated by reference to Exhibit (b)(1) to the Amendment No. 2 to the
Schedule 13E-3 filed with the Securities and Exchange Commission on July 18,
2011.
(b)(2) Letter Agreement, dated as of April 20, 2011, by and
between Parent, Intelligent One and the Rollover Stockholders, incorporated
herein by reference to Exhibit 7.05 to Amendment No. 6 to the Schedule 13D filed
by Mr. Guoshen Tu with the Securities and Exchange Commission on April 22, 2011.
2
(c)(1) Opinion of Imperial Capital, LLC, dated May 3, 2011,
incorporated herein by reference to Annex B of the Proxy Statement.
(c)(2) Discussion Materials prepared by Imperial Capital, LLC
for discussion with the special committee of the board of directors of the
Company, dated May 3, 2011, incorporated by reference to Exhibit (c)(2) to the
Amendment No. 1 to the Schedule 13E-3 filed with the Securities and Exchange
Commission on July 8, 2011.
(d)(1) Amended and Restated Agreement and Plan of Merger, dated
as of May 3, 2011, by and among the Company, Parent, Merger Sub and Mr. Guoshen
Tu (solely for the purposes of Section 6.15 therein) incorporated herein by
reference to Annex A to the Proxy Statement.
(d)(2) Limited Guaranty dated as of April 20, 2011, by Mr.
Guoshen Tu in favor of the Company, incorporated herein by reference to Exhibit
7.03 to Amendment No. 6 to the Schedule 13D filed by Mr. Guoshen Tu with the
Securities and Exchange Commission on April 22, 2011.
(f)(1) Appraisal Rights, incorporated herein by reference to
the Section entitled Appraisal Rights in the Proxy Statement.
(f)(2) Section 262 of the Delaware General Corporation Law,
incorporated herein by reference to Annex C to the Proxy Statement.
(g) Not applicable.
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC.
By:
/s/ Terence Yap
Terence Yap
Chief Financial Officer
and Director
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
RIGHTMARK HOLDINGS LIMITED
By:
/s/ Guoshen Tu
Guoshen Tu
Director
Dated:
September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
RIGHTMARK MERGER SUB LIMITED
By:
/s/ Guoshen Tu
Guoshen Tu
Director Dated:
September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
INTELLIGENT ONE LIMITED
By:
/s/ Guoshen Tu
Guoshen Tu
Director
Dated:
September 19, 2011
4
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WHITEHORSE TECHNOLOGY LIMITED
By:
/s/ Guoshen Tu
Guoshen Tu
Director
Dated:
September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GUOSHEN TU
/s/ Guoshen Tu
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WING KHAI YAP (TERENCE)
/s/ Wing Khai Yap (Terence)
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
LIZHONG WANG
/s/ Lizhong Wang
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ZHONGXIN XIE
/s/ Zhongxin Xie
Dated: September 19, 2011
5
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
LINGFENG XIONG
/s/ Lingfeng Xiong
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
LI FANG
/s/ Li Fang
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
YING ZHANG
/s/ Ying Zhang
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ZHIMING WU
/s/ Zhiming Wu
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DAOBIN SANG
/s/ Daobin Sang
Dated: September 19, 2011
6
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GUOHUI CAO
/s/ Guohui Cao
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PO KWAI CHOW
/s/ Po Kwai Chow
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
YANG ZHAO
/s/ Yang Zhao
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
YUJUAN GUAN
/s/ Yujuan Guan
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ZHUO GONG
/s/ Zhuo Gong
Dated: September 19, 2011
7
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
XIHONG DAI
/s/ Xihong Dai
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
QIAOMIN WU
/s/ Qiaomin Wu
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
KAICHENG CHENG
/s/ Kaicheng Cheng
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
LEI WANG
/s/ Lei Wang
Dated: September 19, 2011
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
XIAOSHENG TONG
/s/ Xiaosheng Tong
Dated: September 19, 2011
8
EXHIBIT INDEX
(a)(1) Definitive Proxy Statement of China Security &
Surveillance Technology, Inc., incorporated by reference to the Schedule 14A
filed with the Securities and Exchange Commission on August 11, 2011 (the
Proxy Statement
).
(a)(2)(i) Form of Proxy Card, incorporated herein by reference
to the Proxy Statement.
(a)(3) Notice of Annual Meeting of Stockholders of the Company,
incorporated herein by reference to the Proxy Statement.
(a)(4) Press Release dated as of May 3, 2011, incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished
by the Company to the Securities and Exchange Commission on May 3, 2011.
(a)(5) Press Release dated as of July 5, 2011, incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished
by the Company to the Securities and Exchange Commission on July 5, 2011.
(a)(6) Press Release dated as of July 20, 2011, incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished
by the Company to the Securities and Exchange Commission on July 20, 2011.
(a)(7) Press Release dated as of July 29, 2011, incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished
by the Company to the Securities and Exchange Commission on July 29, 2011.
(a)(8) Press Release dated as of August 11, 2011, incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form 8-K furnished
by the Company to the Securities and Exchange Commission on August 11, 2011.
(a)(9) The Current Report on Form 8-K furnished by the Company
to the Securities and Exchange Commission on August 15, 2011.
(a)(10) Press Release dated as of September 14, 2011,
incorporated herein by reference to Exhibit 99.1 to the Current Report on Form
8-K furnished by the Company to the Securities and Exchange Commission on
September 14, 2011.
(a)(11) Press Release dated as of September 16, 2011,
incorporated herein by reference to Exhibit 99.1 to the Current Report on Form
8-K furnished by the Company to the Securities and Exchange Commission on
September 16, 2011.
(b)(1) Facility Agreement dated as of April 20, 2011, by and
among Parent and China Development Bank Corporation Hong Kong Branch,
incorporated by reference to Exhibit (b)(1) to the Amendment No. 2 to the
Schedule 13E-3 filed with the Securities and Exchange Commission on July 18,
2011.
(b)(2) Letter Agreement, dated as of April 20, 2011, by and
between Parent, Intelligent One and the Rollover Stockholders, incorporated
herein by reference to Exhibit 7.05 to Amendment No. 6 to the Schedule 13D filed
by Mr. Guoshen Tu with the Securities and Exchange Commission on April 22, 2011.
(c)(1) Opinion of Imperial Capital, LLC, dated May 3, 2011,
incorporated herein by reference to Annex B of the Proxy Statement.
(c)(2) Discussion Materials prepared by Imperial Capital, LLC
for discussion with the special committee of the board of directors of the
Company, dated May 3, 2011, incorporated by reference to Exhibit (c)(2) to
Amendment No. 1 to the Schedule 13E-3 filed with the Securities and Exchange
Commission on July 8, 2011.
(d)(1) Amended and Restated Agreement and Plan of Merger, dated
as of May 3, 2011, by and among the Company, Parent, Merger Sub and Mr. Guoshen
Tu (solely for the purposes of Section 6.15 therein) incorporated herein by
reference to Annex A to the Proxy Statement.
(d)(2) Limited Guaranty dated as of April 20, 2011, by Mr.
Guoshen Tu in favor of the Company, incorporated herein by reference to Exhibit
7.03 to Amendment No. 6 to the Schedule 13D filed by Mr. Guoshen Tu with the
Securities and Exchange Commission on April 22, 2011.
(f)(1) Appraisal Rights, incorporated herein by reference to
the Section entitled Appraisal Rights in the Proxy Statement.
(f)(2) Section 262 of the Delaware General Corporation Law,
incorporated herein by reference to Annex C to the Proxy Statement.
(g) Not applicable.
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