1041-00003 · Solara Digital Infrastructure LP · Closing

appraisal-rights-notice.docx DOCUMENT M&A / Corporate

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July 10, 2024

Prepared by Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022 (Matter No. 1041-00003)

NOTICE OF APPRAISAL RIGHTS AVAILABLE TO FORMER STOCKHOLDERS OF CLOUDIUM TECHNOLOGIES PLC PURSUANT TO SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

This Notice of Appraisal Rights (this "Notice") is being delivered on behalf of Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Company"), to all former holders of record of common stock of the Company, formerly listed on the Nasdaq Global Select Market under the ticker symbol "CLDM," as of the Effective Time of the Merger described below.

This Notice relates to that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), by and among the Company, Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent").

This Notice is distributed by Cascade Corporate Services Inc., 6201 15th Avenue, Brooklyn, NY 11219, in its capacity as transfer agent and paying agent.

I. INTRODUCTORY NOTICE AND PURPOSE

A. Caption and Transaction Reference

This Notice of Appraisal Rights Available to Former Stockholders of Cloudium Technologies plc Pursuant to Section 262 of the Delaware General Corporation Law is provided in connection with the consummation of the transactions contemplated by the Merger Agreement. Under the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent.

The Merger Agreement was entered into as of January 22, 2024 by and among:

• Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521), as the company;

• Stratos Merger Sub Inc., a Delaware corporation, as merger sub; and

• Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, as parent.

B. Purpose of this Notice

This Notice is being sent to inform former holders of record of shares of common stock of the Company of their rights, if any, to seek appraisal of their shares under Section 262 of the Delaware General Corporation Law (the "DGCL").

The merger contemplated by the Merger Agreement was consummated on July 9, 2024. The Certificate of Merger was filed with the Secretary of State of the State of Delaware at 11:59 p.m., Eastern Time, on July 9, 2024, and the merger became effective at that time (the "Effective Time").

At the Effective Time, Merger Sub merged with and into the Company in a reverse triangular merger effected under the DGCL, and the Company continued as the surviving corporation and became a wholly owned subsidiary of Parent (the "Merger").

At the Effective Time, each share of the Company's common stock issued and outstanding immediately prior to the Effective Time, other than:

• shares held by the Company as treasury shares;

• shares owned by Parent, Merger Sub or any of their respective wholly owned subsidiaries; and

• shares subject to rollover agreements,

was converted into the right to receive $36.92 per share in cash, without interest (the "Merger Consideration").

The Company's common stock was delisted from the Nasdaq Global Select Market, effective July 10, 2024.

This Notice constitutes the notice required under Section 262(d)(1) of the DGCL to stockholders who did not vote in favor of the Merger or who otherwise preserved their appraisal rights in accordance with Section 262 of the DGCL.

C. Stockholder Vote

The Merger Agreement was approved by the Company's stockholders at a special meeting of stockholders held on May 20, 2024. At that meeting, approximately 82.4% of the shares voted were cast in favor of the adoption of the Merger Agreement.

The definitive proxy statement relating to the Merger was filed by the Company with the Securities and Exchange Commission (the "SEC") on April 15, 2024. That proxy statement described, among other things, the Merger, the consideration payable in the Merger, and the appraisal rights available under Delaware law.

II. SUMMARY OF MERGER TRANSACTION

A. Parties to the Merger

1. The Company

Cloudium Technologies plc is a public limited company incorporated under the laws of England and Wales, with registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and U.S. headquarters at 600 Townsend Street, Suite 800, San Francisco, CA 94103. Prior to the Effective Time, the Company's common stock was listed on the Nasdaq Global Select Market under the symbol "CLDM." As of the date of execution of the Merger Agreement, the Company had 184,200,000 shares of common stock outstanding.

2. Merger Sub

Stratos Merger Sub Inc. is a Delaware corporation formed solely for the purpose of effecting the Merger. Merger Sub was incorporated on January 8, 2024 and assigned Delaware File No. 7923841. Its sole stockholder was Parent.

3. Parent. Solara Digital Infrastructure Fund VI LP is a Delaware limited partnership. Its general partner is Solara Fund VI GP LLC, a Delaware limited liability company. Parent is an investing vehicle of Solara Digital Infrastructure LP, a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, DE 19801.

B. Structure of the Merger and Consideration

The Merger was structured as a reverse triangular merger. In the transaction, Merger Sub merged with and into the Company, and the Company survived the merger as the surviving corporation and a wholly owned subsidiary of Parent.

The cash consideration payable in the Merger was $36.92 for each share of Company common stock entitled to receive merger consideration. Based on the number of shares implicated by the transaction, the aggregate implied deal value was approximately $6,800,000,000.

Certain stockholders entered into rollover agreements under which they did not receive cash merger consideration with respect to specified rolled-over shares. Those rollover arrangements included the following:

• Jonathan Hargrove, Chief Executive Officer of the Company, agreed to roll over 50% of his 7,736,400 shares, representing rolled-over equity with an implied value of approximately $142,814,544.

• Pinnacle Growth Ventures LLC agreed to roll over 60% of its 21,367,200 shares, representing rolled-over equity with an implied value of approximately $473,241,408.

With respect to such rolled-over shares, the holders did not receive the Merger Consideration and are not entitled to appraisal rights for those rolled-over shares.

C. Key Dates

The principal dates relevant to the Merger and the exercise of appraisal rights are as follows:

• Merger Agreement signed: January 22, 2024

• Stockholder approval obtained: May 20, 2024

• Certificate of Merger filed: July 9, 2024

• Closing and Effective Time: 11:59 p.m. Eastern Time, July 9, 2024

• Delisting of Company common stock from Nasdaq: July 10, 2024

III. FULL TEXT OF SECTION 262 OF THE DGCL

Pursuant to Section 262 of the DGCL, the full text of Section 262 of the DGCL, as in effect as of the Effective Time, is reproduced in full in Annex A to this Notice. Former stockholders are urged to read Section 262 carefully and in its entirety.

Section 262 sets forth, among other things:

• the circumstances under which appraisal rights are available in connection with mergers and consolidations;

• the circumstances in which the so-called market-out exception applies and the circumstances in which it does not apply;

• the notice requirements applicable to corporations and stockholders;

• the requirements for making a valid written demand for appraisal;

• the rules regarding withdrawal of appraisal demands;

• the procedure for filing a petition in the Delaware Court of Chancery;

• the manner in which the Court of Chancery determines fair value;

• the treatment of interest, costs, expenses, and attorneys' fees; and

• miscellaneous procedural provisions.

Because the Merger Consideration in this transaction consisted entirely of cash, appraisal rights are available to eligible stockholders notwithstanding that the Company's common stock was listed on Nasdaq prior to the Effective Time.

For convenience only, this Notice summarizes certain portions of Section 262 below. These summaries do not purport to be complete and are qualified in their entirety by reference to the complete statutory text reproduced in Annex A. In the event of any inconsistency between this Notice and the text of Section 262, the statutory text controls.

IV. CONDITIONS FOR EXERCISING APPRAISAL RIGHTS

A. Eligibility

A former holder of record of shares of Company common stock is entitled to seek appraisal of the fair value of such holder's shares only if all applicable requirements of Section 262 of the DGCL are satisfied.

In general, appraisal rights are available only to a holder of record who:

1. did not vote in favor of the adoption of the Merger Agreement at the special meeting of stockholders held on May 20, 2024;

2. continuously held the shares for which appraisal is sought from the date of making the demand through the Effective Time; and

3. complied strictly with all other applicable provisions of Section 262 of the DGCL.

A beneficial owner whose shares were held through a broker, bank, nominee, or other record holder may not effectively exercise appraisal rights unless the written demand is made by, or properly on behalf of, the record holder of the shares. Accordingly, beneficial owners holding in "street name" should immediately contact their broker, bank, or nominee if they wish to pursue appraisal rights.

Holders of shares that were subject to rollover agreements are not eligible to seek appraisal with respect to the rolled-over shares. This limitation applies, among others, to:

• Jonathan Hargrove, with respect to his rolled-over shares; and

• Pinnacle Growth Ventures LLC, with respect to its rolled-over shares.

Shares that were voted in favor of the Merger, including by proxy, are not eligible for appraisal. By contrast, shares that were abstained, not voted, or voted against the Merger may be eligible, provided that all other statutory conditions are met.

B. Shares for Which No Appraisal is Available

Appraisal rights are not available for the following categories of shares:

• shares held by the Company as treasury shares at the Effective Time;

• shares owned by Parent, Merger Sub, or any wholly owned subsidiary thereof; and

• shares for which the holder voted in favor of adoption of the Merger Agreement, including shares covered by a proxy that was voted in favor of the Merger and not validly revoked prior to the vote.

In addition, as noted above, appraisal rights are not available for shares subject to rollover arrangements pursuant to which such shares were not converted into the right to receive the Merger Consideration.

V. PROCEDURES FOR DEMANDING APPRAISAL

A. Written Demand

Any stockholder seeking appraisal must deliver a written demand for appraisal to the surviving corporation before the later of:

1. the consummation of the Merger, which occurred at 11:59 p.m. Eastern Time on July 9, 2024; or

2. 20 days after the date of mailing of this Notice.

This Notice is being mailed on July 10, 2024. Accordingly, the deadline for delivery of a written demand for appraisal is July 30, 2024.

Deadline for Written Demand for Appraisal: July 30, 2024

The written demand must reasonably inform the surviving corporation of:

• the identity of the stockholder of record; and

• the stockholder's intention to demand appraisal of the stockholder's shares.

The demand must be made by or on behalf of the record holder. A demand by a beneficial owner that is not made by the record holder, or properly on the record holder's behalf, will not be effective.

Written demands should be delivered to:

Cloudium Technologies plc (as the surviving corporation) c/o Solara Digital Infrastructure Fund VI LP 1200 Market Street, Suite 3400 Wilmington, DE 19801

Attention: General Counsel

with a copy to:

Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022

Attention: Harrison Wexford

No particular statutory form of demand is prescribed. However, to reduce the risk of invalidity, the written demand should clearly:

• identify the record holder by name and address;

• specify the number of shares for which appraisal is demanded; and

• state unequivocally that appraisal is being demanded under Section 262 of the DGCL.

Delivery sufficiently in advance of the deadline is strongly recommended. A demand sent after July 30, 2024, or otherwise not validly delivered, will not preserve appraisal rights.

B. Continuous Holding Requirement

A stockholder must continuously hold the shares for which appraisal is sought from the date of the demand through the Effective Time of the Merger, which occurred on July 9, 2024.

Any transfer of shares after the demand is made and before the Effective Time would result in the loss of appraisal rights with respect to the transferred shares. Because the Merger has already been consummated, a demand made in response to this Notice can be effective only if the demanding stockholder in fact held the relevant shares continuously through the Effective Time.

Stockholders should carefully confirm their record ownership history before submitting a demand.

C. Withdrawal of Demand

A stockholder who has properly demanded appraisal may withdraw that demand and accept the Merger Consideration of $36.92 per share at any time within 60 days after the Effective Time by delivering a written withdrawal to the surviving corporation at the address set forth above.

Because the Effective Time occurred on July 9, 2024, the 60-day withdrawal period expires on September 7, 2024.

After September 7, 2024, a demand for appraisal may be withdrawn only with the written consent of the surviving corporation.

Any stockholder who withdraws a demand, or who otherwise fails to perfect appraisal rights, will be entitled to receive the Merger Consideration of $36.92 per share, without interest, in accordance with the Merger Agreement and the applicable payment procedures.

D. Form of Demand

Although Section 262 does not prescribe a mandatory form of demand, the demand must be in writing and should include, at a minimum:

• the name of the record holder;

• the address of the record holder;

• the number of shares for which appraisal is demanded; and

• a clear statement that the holder intends to demand appraisal of those shares pursuant to Section 262 of the DGCL.

A vote against the Merger, an abstention, or a failure to vote does not itself constitute a demand for appraisal. A separate, affirmative written demand is required.

Stockholders should also be aware that the mere submission of a written demand does not complete the appraisal process. To perfect appraisal rights, additional statutory steps, including the timely filing of or participation in a petition in the Delaware Court of Chancery, are required.

VI. JUDICIAL PETITION AND COURT PROCEEDINGS

A. Filing of Petition

Within 120 days after the Effective Time, either the surviving corporation or any stockholder who has properly demanded appraisal and has not withdrawn that demand or otherwise lost appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal.

Because the Effective Time occurred on July 9, 2024, the deadline for filing such a petition is November 6, 2024.

If no petition is filed within that 120-day period, then all appraisal rights will cease.

The surviving corporation is under no obligation to file a petition. Accordingly, stockholders who have properly demanded appraisal should not assume that the surviving corporation will commence an appraisal proceeding. Any such stockholder bears the risk that, absent a timely petition filed by the surviving corporation or another qualifying stockholder, appraisal rights will lapse.

Any stockholder who has properly demanded appraisal may file a petition on its own behalf.

B. Proceedings in the Delaware Court of Chancery

If a petition is timely filed, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal and will appraise the fair value of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger.

In an appraisal proceeding, the Court of Chancery may require stockholders seeking appraisal to submit stock certificates or, for uncertificated shares, evidence of ownership, to the Register in Chancery for notation or other appropriate processing.

The Court's determination of fair value may be:

• greater than the Merger Consideration of $36.92 per share;

• equal to the Merger Consideration of $36.92 per share; or

• less than the Merger Consideration of $36.92 per share.

Accordingly, a stockholder pursuing appraisal could receive less than the amount that would otherwise have been received in the Merger.

Interest may accrue on the amount determined to be fair value from the Effective Time through the date of payment at the rate specified by Section 262, subject to any amounts prepaid and the authority of the Court as provided in the statute.

The costs of the appraisal proceeding may be determined and allocated by the Court in the manner the Court deems equitable. In appropriate circumstances, the Court may charge against the parties all or a portion of the expenses incurred in the proceeding, including reasonable attorneys' fees and the fees and expenses of experts.

C. Verification of Stockholder Lists

Within 120 days after the Effective Time, any stockholder who has properly demanded appraisal is entitled, upon written request, to receive from the surviving corporation a statement setting forth:

• the aggregate number of shares not voted in favor of the Merger for which demands for appraisal have been received; and

• the aggregate number of holders of those shares.

The surviving corporation must mail such statement within 10 days after receipt of the request or within 10 days after the expiration of the period for delivery of appraisal demands, whichever is later.

This statutory right may assist stockholders in evaluating whether other demands have been made and whether a petition should be filed before the November 6, 2024 deadline.

VII. CONSEQUENCES OF EXERCISING OR FAILING TO PERFECT APPRAISAL RIGHTS

A. Consequences of Proper Exercise

A stockholder who properly demands and perfects appraisal rights will not be entitled to receive the Merger Consideration of $36.92 per share unless and until one of the following occurs:

• the stockholder withdraws the demand;

• the stockholder otherwise fails to perfect or loses appraisal rights; or

• the Court of Chancery enters a final determination of fair value and the resulting amount becomes payable.

From and after the Effective Time, shares for which appraisal rights are properly demanded are no longer entitled to dividends or other distributions with respect to stock of the surviving corporation.

Except for the right to receive the judicially determined fair value of the shares in accordance with Section 262, a stockholder who properly exercises appraisal rights ceases to have the rights of a stockholder with respect to those shares after the Effective Time.

B. Consequences of Failure to Perfect

Failure to comply strictly with the requirements of Section 262 of the DGCL will result in the loss of appraisal rights.

Without limitation, appraisal rights may be lost if a stockholder:

• fails to deliver a timely written demand for appraisal by July 30, 2024;

• voted in favor of the adoption of the Merger Agreement;

• did not continuously hold the shares from the date of demand through the Effective Time; or

• fails to ensure that a petition is filed within 120 days after the Effective Time.

A stockholder who fails to perfect appraisal rights, or who otherwise loses or withdraws such rights, will be entitled to receive only the Merger Consideration of $36.92 per share, without interest.

Beneficial owners holding shares in street name through a broker, bank, or other nominee should promptly consult with that nominee regarding the specific procedures that apply to their holdings. Record ownership and proxy arrangements can materially affect the availability of appraisal rights.

C. Tax Consequences

Stockholders should be aware that the exercise, non-exercise, perfection, withdrawal, or loss of appraisal rights may have federal, state, local, and non-U.S. tax consequences.

The tax consequences of receiving the Merger Consideration in the ordinary course may differ from the tax consequences of participating in an appraisal proceeding and receiving an amount determined by the Delaware Court of Chancery, whether greater than, equal to, or less than the Merger Consideration.

No representation is made in this Notice with respect to any tax consequences. Each stockholder is urged to consult its own tax advisors regarding the tax consequences of exercising or failing to exercise appraisal rights in light of that stockholder's particular circumstances.

VIII. ADDITIONAL INFORMATION

A. Where to Obtain Additional Information

A copy of Section 262 of the DGCL was previously attached as Annex D to the definitive proxy statement filed by the Company with the SEC on April 15, 2024. That proxy statement is available through the SEC's website at www.sec.gov.

The full text of Section 262 of the DGCL is also reproduced as Annex A to this Notice.

The Merger Agreement, including exhibits and schedules, was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on January 23, 2024. Former stockholders may obtain copies of the Merger Agreement and related public filings through the SEC's EDGAR system.

Questions regarding this Notice or the Letter of Transmittal may be directed to:

Cascade Corporate Services Inc. 6201 15th Avenue Brooklyn, NY 11219

or to the surviving corporation at:

Cloudium Technologies plc c/o Solara Digital Infrastructure Fund VI LP 1200 Market Street, Suite 3400 Wilmington, DE 19801

Attention: General Counsel

B. Legal Counsel

Former stockholders are strongly encouraged to seek independent legal counsel before deciding whether to exercise appraisal rights. The statutory procedures governing appraisal are technical, mandatory, and strictly construed.

This Notice is not legal advice. It is being provided solely for informational purposes and in order to satisfy the notice requirements of Section 262 of the DGCL.

C. Letter of Transmittal

Former stockholders who do not seek appraisal should complete and submit the Letter of Transmittal that was mailed separately on July 10, 2024 by Cascade Corporate Services Inc., in order to receive the Merger Consideration of $36.92 per share.

The submission of a Letter of Transmittal for particular shares and the assertion of appraisal rights with respect to those same shares are mutually exclusive. A stockholder that intends to demand appraisal for specific shares should not submit a Letter of Transmittal with respect to those shares unless and until the stockholder withdraws, loses, or fails to perfect appraisal rights.

IX. IMPORTANT DATES SUMMARY TABLE

X. SIGNATURE BLOCK

CLOUDIUM TECHNOLOGIES PLC (as the surviving corporation)

By: ________

Name: Eleanor M. Vass

Title: Authorized Officer

Date: July 10, 2024

ANNEX A — FULL TEXT OF SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

The following is the text of Section 262 of the Delaware General Corporation Law, 8 Del. C. § 262, as in effect on the date of this Notice.

8 Del. C. § 262. Appraisal rights.

(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger, consolidation or conversion, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger, consolidation or conversion nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:

(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of, and to vote at, the meeting of stockholders to act upon the agreement of merger or consolidation, were either:

a. listed on a national securities exchange; or

b. held of record by more than 2,000 holders;

and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.

(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 255, 256, 257, 258, 263 and 264 of this title to accept for such stock anything except:

a. shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

b. shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock, or depository receipts in respect thereof, or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;

c. cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs a. and b. of this paragraph; or

d. any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs a., b. and c. of this paragraph.

July 10, 2024
Prepared by Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022 (Matter No. 1041-00003)
NOTICE OF APPRAISAL RIGHTS AVAILABLE TO FORMER STOCKHOLDERS OF CLOUDIUM TECHNOLOGIES PLC PURSUANT TO SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW
This Notice of Appraisal Rights (this "Notice") is being delivered on behalf of Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Company"), to all former holders of record of common stock of the Company, formerly listed on the Nasdaq Global Select Market under the ticker symbol "CLDM," as of the Effective Time of the Merger described below.
This Notice relates to that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), by and among the Company, Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent").
This Notice is distributed by Cascade Corporate Services Inc., 6201 15th Avenue, Brooklyn, NY 11219, in its capacity as transfer agent and paying agent.
I. INTRODUCTORY NOTICE AND PURPOSE
A. Caption and Transaction Reference
This Notice of Appraisal Rights Available to Former Stockholders of Cloudium Technologies plc Pursuant to Section 262 of the Delaware General Corporation Law is provided in connection with the consummation of the transactions contemplated by the Merger Agreement. Under the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent.
The Merger Agreement was entered into as of January 22, 2024 by and among:
•  Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521), as the company;
•  Stratos Merger Sub Inc., a Delaware corporation, as merger sub; and
•  Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, as parent.
B. Purpose of this Notice
This Notice is being sent to inform former holders of record of shares of common stock of the Company of their rights, if any, to seek appraisal of their shares under Section 262 of the Delaware General Corporation Law (the "DGCL").
The merger contemplated by the Merger Agreement was consummated on July 9, 2024. The Certificate of Merger was filed with the Secretary of State of the State of Delaware at 11:59 p.m., Eastern Time, on July 9, 2024, and the merger became effective at that time (the "Effective Time").
At the Effective Time, Merger Sub merged with and into the Company in a reverse triangular merger effected under the DGCL, and the Company continued as the surviving corporation and became a wholly owned subsidiary of Parent (the "Merger").
At the Effective Time, each share of the Company's common stock issued and outstanding immediately prior to the Effective Time, other than:
•  shares held by the Company as treasury shares;
•  shares owned by Parent, Merger Sub or any of their respective wholly owned subsidiaries; and
•  shares subject to rollover agreements,
was converted into the right to receive $36.92 per share in cash, without interest (the "Merger Consideration").
The Company's common stock was delisted from the Nasdaq Global Select Market, effective July 10, 2024.
This Notice constitutes the notice required under Section 262(d)(1) of the DGCL to stockholders who did not vote in favor of the Merger or who otherwise preserved their appraisal rights in accordance with Section 262 of the DGCL.
C. Stockholder Vote
The Merger Agreement was approved by the Company's stockholders at a special meeting of stockholders held on May 20, 2024. At that meeting, approximately 82.4% of the shares voted were cast in favor of the adoption of the Merger Agreement.
The definitive proxy statement relating to the Merger was filed by the Company with the Securities and Exchange Commission (the "SEC") on April 15, 2024. That proxy statement described, among other things, the Merger, the consideration payable in the Merger, and the appraisal rights available under Delaware law.
II. SUMMARY OF MERGER TRANSACTION
A. Parties to the Merger
1. The Company
Cloudium Technologies plc is a public limited company incorporated under the laws of England and Wales, with registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and U.S. headquarters at 600 Townsend Street, Suite 800, San Francisco, CA 94103. Prior to the Effective Time, the Company's common stock was listed on the Nasdaq Global Select Market under the symbol "CLDM." As of the date of execution of the Merger Agreement, the Company had 184,200,000 shares of common stock outstanding.
2. Merger Sub
Stratos Merger Sub Inc. is a Delaware corporation formed solely for the purpose of effecting the Merger. Merger Sub was incorporated on January 8, 2024 and assigned Delaware File No. 7923841. Its sole stockholder was Parent.
3. Parent.  Solara Digital Infrastructure Fund VI LP is a Delaware limited partnership. Its general partner is Solara Fund VI GP LLC, a Delaware limited liability company. Parent is an investing vehicle of Solara Digital Infrastructure LP, a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, DE 19801.
B. Structure of the Merger and Consideration
The Merger was structured as a reverse triangular merger. In the transaction, Merger Sub merged with and into the Company, and the Company survived the merger as the surviving corporation and a wholly owned subsidiary of Parent.
The cash consideration payable in the Merger was $36.92 for each share of Company common stock entitled to receive merger consideration. Based on the number of shares implicated by the transaction, the aggregate implied deal value was approximately $6,800,000,000.
Certain stockholders entered into rollover agreements under which they did not receive cash merger consideration with respect to specified rolled-over shares. Those rollover arrangements included the following:
•  Jonathan Hargrove, Chief Executive Officer of the Company, agreed to roll over 50% of his 7,736,400 shares, representing rolled-over equity with an implied value of approximately $142,814,544.
•  Pinnacle Growth Ventures LLC agreed to roll over 60% of its 21,367,200 shares, representing rolled-over equity with an implied value of approximately $473,241,408.
With respect to such rolled-over shares, the holders did not receive the Merger Consideration and are not entitled to appraisal rights for those rolled-over shares.
C. Key Dates
The principal dates relevant to the Merger and the exercise of appraisal rights are as follows:
•  Merger Agreement signed: January 22, 2024
•  Stockholder approval obtained: May 20, 2024
•  Certificate of Merger filed: July 9, 2024
•  Closing and Effective Time: 11:59 p.m. Eastern Time, July 9, 2024
•  Delisting of Company common stock from Nasdaq: July 10, 2024
III. FULL TEXT OF SECTION 262 OF THE DGCL
Pursuant to Section 262 of the DGCL, the full text of Section 262 of the DGCL, as in effect as of the Effective Time, is reproduced in full in Annex A to this Notice. Former stockholders are urged to read Section 262 carefully and in its entirety.
Section 262 sets forth, among other things:
•  the circumstances under which appraisal rights are available in connection with mergers and consolidations;
•  the circumstances in which the so-called market-out exception applies and the circumstances in which it does not apply;
•  the notice requirements applicable to corporations and stockholders;
•  the requirements for making a valid written demand for appraisal;
•  the rules regarding withdrawal of appraisal demands;
•  the procedure for filing a petition in the Delaware Court of Chancery;
•  the manner in which the Court of Chancery determines fair value;
•  the treatment of interest, costs, expenses, and attorneys' fees; and
•  miscellaneous procedural provisions.
Because the Merger Consideration in this transaction consisted entirely of cash, appraisal rights are available to eligible stockholders notwithstanding that the Company's common stock was listed on Nasdaq prior to the Effective Time.
For convenience only, this Notice summarizes certain portions of Section 262 below. These summaries do not purport to be complete and are qualified in their entirety by reference to the complete statutory text reproduced in Annex A. In the event of any inconsistency between this Notice and the text of Section 262, the statutory text controls.
IV. CONDITIONS FOR EXERCISING APPRAISAL RIGHTS
A. Eligibility
A former holder of record of shares of Company common stock is entitled to seek appraisal of the fair value of such holder's shares only if all applicable requirements of Section 262 of the DGCL are satisfied.
In general, appraisal rights are available only to a holder of record who:
1.  did not vote in favor of the adoption of the Merger Agreement at the special meeting of stockholders held on May 20, 2024;
2.  continuously held the shares for which appraisal is sought from the date of making the demand through the Effective Time; and
3.  complied strictly with all other applicable provisions of Section 262 of the DGCL.
A beneficial owner whose shares were held through a broker, bank, nominee, or other record holder may not effectively exercise appraisal rights unless the written demand is made by, or properly on behalf of, the record holder of the shares. Accordingly, beneficial owners holding in "street name" should immediately contact their broker, bank, or nominee if they wish to pursue appraisal rights.
Holders of shares that were subject to rollover agreements are not eligible to seek appraisal with respect to the rolled-over shares. This limitation applies, among others, to:
•  Jonathan Hargrove, with respect to his rolled-over shares; and
•  Pinnacle Growth Ventures LLC, with respect to its rolled-over shares.
Shares that were voted in favor of the Merger, including by proxy, are not eligible for appraisal. By contrast, shares that were abstained, not voted, or voted against the Merger may be eligible, provided that all other statutory conditions are met.
B. Shares for Which No Appraisal is Available
Appraisal rights are not available for the following categories of shares:
•  shares held by the Company as treasury shares at the Effective Time;
•  shares owned by Parent, Merger Sub, or any wholly owned subsidiary thereof; and
•  shares for which the holder voted in favor of adoption of the Merger Agreement, including shares covered by a proxy that was voted in favor of the Merger and not validly revoked prior to the vote.
In addition, as noted above, appraisal rights are not available for shares subject to rollover arrangements pursuant to which such shares were not converted into the right to receive the Merger Consideration.
V. PROCEDURES FOR DEMANDING APPRAISAL
A. Written Demand
Any stockholder seeking appraisal must deliver a written demand for appraisal to the surviving corporation before the later of:
1.  the consummation of the Merger, which occurred at 11:59 p.m. Eastern Time on July 9, 2024; or
2.  20 days after the date of mailing of this Notice.
This Notice is being mailed on July 10, 2024. Accordingly, the deadline for delivery of a written demand for appraisal is July 30, 2024.
Deadline for Written Demand for Appraisal: July 30, 2024
The written demand must reasonably inform the surviving corporation of:
•  the identity of the stockholder of record; and
•  the stockholder's intention to demand appraisal of the stockholder's shares.
The demand must be made by or on behalf of the record holder. A demand by a beneficial owner that is not made by the record holder, or properly on the record holder's behalf, will not be effective.
Written demands should be delivered to:
Cloudium Technologies plc (as the surviving corporation) c/o Solara Digital Infrastructure Fund VI LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
Attention: General Counsel
with a copy to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Attention: Harrison Wexford
No particular statutory form of demand is prescribed. However, to reduce the risk of invalidity, the written demand should clearly:
•  identify the record holder by name and address;
•  specify the number of shares for which appraisal is demanded; and
•  state unequivocally that appraisal is being demanded under Section 262 of the DGCL.
Delivery sufficiently in advance of the deadline is strongly recommended. A demand sent after July 30, 2024, or otherwise not validly delivered, will not preserve appraisal rights.
B. Continuous Holding Requirement
A stockholder must continuously hold the shares for which appraisal is sought from the date of the demand through the Effective Time of the Merger, which occurred on July 9, 2024.
Any transfer of shares after the demand is made and before the Effective Time would result in the loss of appraisal rights with respect to the transferred shares. Because the Merger has already been consummated, a demand made in response to this Notice can be effective only if the demanding stockholder in fact held the relevant shares continuously through the Effective Time.
Stockholders should carefully confirm their record ownership history before submitting a demand.
C. Withdrawal of Demand
A stockholder who has properly demanded appraisal may withdraw that demand and accept the Merger Consideration of $36.92 per share at any time within 60 days after the Effective Time by delivering a written withdrawal to the surviving corporation at the address set forth above.
Because the Effective Time occurred on July 9, 2024, the 60-day withdrawal period expires on September 7, 2024.
After September 7, 2024, a demand for appraisal may be withdrawn only with the written consent of the surviving corporation.
Any stockholder who withdraws a demand, or who otherwise fails to perfect appraisal rights, will be entitled to receive the Merger Consideration of $36.92 per share, without interest, in accordance with the Merger Agreement and the applicable payment procedures.
D. Form of Demand
Although Section 262 does not prescribe a mandatory form of demand, the demand must be in writing and should include, at a minimum:
•  the name of the record holder;
•  the address of the record holder;
•  the number of shares for which appraisal is demanded; and
•  a clear statement that the holder intends to demand appraisal of those shares pursuant to Section 262 of the DGCL.
A vote against the Merger, an abstention, or a failure to vote does not itself constitute a demand for appraisal. A separate, affirmative written demand is required.
Stockholders should also be aware that the mere submission of a written demand does not complete the appraisal process. To perfect appraisal rights, additional statutory steps, including the timely filing of or participation in a petition in the Delaware Court of Chancery, are required.
VI. JUDICIAL PETITION AND COURT PROCEEDINGS
A. Filing of Petition
Within 120 days after the Effective Time, either the surviving corporation or any stockholder who has properly demanded appraisal and has not withdrawn that demand or otherwise lost appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal.
Because the Effective Time occurred on July 9, 2024, the deadline for filing such a petition is November 6, 2024.
If no petition is filed within that 120-day period, then all appraisal rights will cease.
The surviving corporation is under no obligation to file a petition. Accordingly, stockholders who have properly demanded appraisal should not assume that the surviving corporation will commence an appraisal proceeding. Any such stockholder bears the risk that, absent a timely petition filed by the surviving corporation or another qualifying stockholder, appraisal rights will lapse.
Any stockholder who has properly demanded appraisal may file a petition on its own behalf.
B. Proceedings in the Delaware Court of Chancery
If a petition is timely filed, the Delaware Court of Chancery will determine which stockholders are entitled to appraisal and will appraise the fair value of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger.
In an appraisal proceeding, the Court of Chancery may require stockholders seeking appraisal to submit stock certificates or, for uncertificated shares, evidence of ownership, to the Register in Chancery for notation or other appropriate processing.
The Court's determination of fair value may be:
•  greater than the Merger Consideration of $36.92 per share;
•  equal to the Merger Consideration of $36.92 per share; or
•  less than the Merger Consideration of $36.92 per share.
Accordingly, a stockholder pursuing appraisal could receive less than the amount that would otherwise have been received in the Merger.
Interest may accrue on the amount determined to be fair value from the Effective Time through the date of payment at the rate specified by Section 262, subject to any amounts prepaid and the authority of the Court as provided in the statute.
The costs of the appraisal proceeding may be determined and allocated by the Court in the manner the Court deems equitable. In appropriate circumstances, the Court may charge against the parties all or a portion of the expenses incurred in the proceeding, including reasonable attorneys' fees and the fees and expenses of experts.
C. Verification of Stockholder Lists
Within 120 days after the Effective Time, any stockholder who has properly demanded appraisal is entitled, upon written request, to receive from the surviving corporation a statement setting forth:
•  the aggregate number of shares not voted in favor of the Merger for which demands for appraisal have been received; and
•  the aggregate number of holders of those shares.
The surviving corporation must mail such statement within 10 days after receipt of the request or within 10 days after the expiration of the period for delivery of appraisal demands, whichever is later.
This statutory right may assist stockholders in evaluating whether other demands have been made and whether a petition should be filed before the November 6, 2024 deadline.
VII. CONSEQUENCES OF EXERCISING OR FAILING TO PERFECT APPRAISAL RIGHTS
A. Consequences of Proper Exercise
A stockholder who properly demands and perfects appraisal rights will not be entitled to receive the Merger Consideration of $36.92 per share unless and until one of the following occurs:
•  the stockholder withdraws the demand;
•  the stockholder otherwise fails to perfect or loses appraisal rights; or
•  the Court of Chancery enters a final determination of fair value and the resulting amount becomes payable.
From and after the Effective Time, shares for which appraisal rights are properly demanded are no longer entitled to dividends or other distributions with respect to stock of the surviving corporation.
Except for the right to receive the judicially determined fair value of the shares in accordance with Section 262, a stockholder who properly exercises appraisal rights ceases to have the rights of a stockholder with respect to those shares after the Effective Time.
B. Consequences of Failure to Perfect
Failure to comply strictly with the requirements of Section 262 of the DGCL will result in the loss of appraisal rights.
Without limitation, appraisal rights may be lost if a stockholder:
•  fails to deliver a timely written demand for appraisal by July 30, 2024;
•  voted in favor of the adoption of the Merger Agreement;
•  did not continuously hold the shares from the date of demand through the Effective Time; or
•  fails to ensure that a petition is filed within 120 days after the Effective Time.
A stockholder who fails to perfect appraisal rights, or who otherwise loses or withdraws such rights, will be entitled to receive only the Merger Consideration of $36.92 per share, without interest.
Beneficial owners holding shares in street name through a broker, bank, or other nominee should promptly consult with that nominee regarding the specific procedures that apply to their holdings. Record ownership and proxy arrangements can materially affect the availability of appraisal rights.
C. Tax Consequences
Stockholders should be aware that the exercise, non-exercise, perfection, withdrawal, or loss of appraisal rights may have federal, state, local, and non-U.S. tax consequences.
The tax consequences of receiving the Merger Consideration in the ordinary course may differ from the tax consequences of participating in an appraisal proceeding and receiving an amount determined by the Delaware Court of Chancery, whether greater than, equal to, or less than the Merger Consideration.
No representation is made in this Notice with respect to any tax consequences. Each stockholder is urged to consult its own tax advisors regarding the tax consequences of exercising or failing to exercise appraisal rights in light of that stockholder's particular circumstances.
VIII. ADDITIONAL INFORMATION
A. Where to Obtain Additional Information
A copy of Section 262 of the DGCL was previously attached as Annex D to the definitive proxy statement filed by the Company with the SEC on April 15, 2024. That proxy statement is available through the SEC's website at www.sec.gov.
The full text of Section 262 of the DGCL is also reproduced as Annex A to this Notice.
The Merger Agreement, including exhibits and schedules, was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on January 23, 2024. Former stockholders may obtain copies of the Merger Agreement and related public filings through the SEC's EDGAR system.
Questions regarding this Notice or the Letter of Transmittal may be directed to:
Cascade Corporate Services Inc. 6201 15th Avenue Brooklyn, NY 11219
or to the surviving corporation at:
Cloudium Technologies plc c/o Solara Digital Infrastructure Fund VI LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
Attention: General Counsel
B. Legal Counsel
Former stockholders are strongly encouraged to seek independent legal counsel before deciding whether to exercise appraisal rights. The statutory procedures governing appraisal are technical, mandatory, and strictly construed.
This Notice is not legal advice. It is being provided solely for informational purposes and in order to satisfy the notice requirements of Section 262 of the DGCL.
C. Letter of Transmittal
Former stockholders who do not seek appraisal should complete and submit the Letter of Transmittal that was mailed separately on July 10, 2024 by Cascade Corporate Services Inc., in order to receive the Merger Consideration of $36.92 per share.
The submission of a Letter of Transmittal for particular shares and the assertion of appraisal rights with respect to those same shares are mutually exclusive. A stockholder that intends to demand appraisal for specific shares should not submit a Letter of Transmittal with respect to those shares unless and until the stockholder withdraws, loses, or fails to perfect appraisal rights.
IX. IMPORTANT DATES SUMMARY TABLE
X. SIGNATURE BLOCK
CLOUDIUM TECHNOLOGIES PLC (as the surviving corporation)
By: ________
Name: Eleanor M. Vass
Title: Authorized Officer
Date: July 10, 2024
ANNEX A — FULL TEXT OF SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW
The following is the text of Section 262 of the Delaware General Corporation Law, 8 Del. C. § 262, as in effect on the date of this Notice.
8 Del. C. § 262. Appraisal rights.
(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger, consolidation or conversion, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger, consolidation or conversion nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word "stockholder" means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words "stock" and "share" mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words "depository receipt" mean a receipt or other instrument issued by a depository representing an interest in 1 or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title:
(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of, and to vote at, the meeting of stockholders to act upon the agreement of merger or consolidation, were either:
a. listed on a national securities exchange; or
b. held of record by more than 2,000 holders;
and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in § 251(f) of this title.
(2) Notwithstanding paragraph (b)(1) of this section, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 255, 256, 257, 258, 263 and 264 of this title to accept for such stock anything except:
a. shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;
b. shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock, or depository receipts in respect thereof, or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;
c. cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs a. and b. of this paragraph; or
d. any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing paragraphs a., b. and c. of this paragraph.
(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253, 267 or 269 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.
(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger, consolidation or conversion for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice either a copy of this section, a brief summary thereof or a statement that such section is available on the Internet at a specified location. The notice, if given by the corporation, shall, if accompanied by proxy materials, also notify such stockholder that any stockholder entitled to appraisal rights under this section who wishes to exercise such rights must deliver to the corporation, before the taking of the vote on the merger, consolidation or conversion, a written demand for appraisal of such stockholder's shares. If such notice did not accompany the proxy materials, such notice must be given no later than the earlier of the consummation of the merger, consolidation or conversion and 10 days following the stockholder meeting, and shall include a copy of this section.
(2) If the merger, consolidation or conversion was approved pursuant to § 228, § 253, § 267, § 269, or § 276 of this title without a vote of stockholders, the surviving, resulting or converted entity, either before the effective date of the merger, consolidation or conversion or within 10 days thereafter, shall notify each of the holders of any class or series of stock or membership interests of such constituent corporation who are entitled to appraisal rights of the approval of the merger, consolidation or conversion and that appraisal rights are available for any or all shares of such class or series of stock or membership interests of such constituent corporation, and shall include in such notice either a copy of this section, a brief summary thereof or a statement that such section is available on the Internet at a specified location. The notice, if given on or after the effective date of the merger, consolidation or conversion, shall also notify such stockholders of the effective date of the merger, consolidation or conversion. Any notice given pursuant to this paragraph shall be sent by certified or registered mail, return receipt requested, addressed to the stockholder at the stockholder's address as it appears on the records of the corporation. A holder of stock or membership interests who is entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving, resulting or converted entity the appraisal of such holder's shares or membership interests. A demand made pursuant to this paragraph may not be withdrawn absent the written consent of the surviving, resulting or converted entity, except that any holder who has demanded appraisal rights under this paragraph shall have the right to withdraw such demand and to accept the terms offered upon the merger, consolidation or conversion within 60 days after the effective date of the merger, consolidation or conversion. Within 120 days after the effective date of the merger, consolidation or conversion, any holder who has complied with the requirements of this paragraph, upon written request, shall be entitled to receive from the surviving, resulting or converted entity a statement setting forth the aggregate number of shares or membership interests not voted in favor of the merger, consolidation or conversion and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares or membership interests. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving, resulting or converted entity or within 10 days after expiration of the period for delivery of demands for appraisal under this paragraph, whichever is later.
(e) Within 120 days after the effective date of the merger, consolidation or conversion, the surviving, resulting or converted entity or any stockholder who has complied with subsections (a) and (d) of this section and who is otherwise entitled to appraisal rights, may file a petition in the Court of Chancery demanding a determination of the value of the stock or membership interests of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger, consolidation or conversion, any stockholder shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger, consolidation or conversion. Within 120 days after the effective date of the merger, consolidation or conversion, any stockholder who has complied with the requirements of subsections (a) and (d) of this section, upon request given in writing or by certified or registered mail, shall be entitled to receive from the corporation surviving the merger or resulting or converted entity a statement setting forth the aggregate number of shares or membership interests not voted in favor of the merger, consolidation or conversion and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares or membership interests. Such written statement shall be mailed to the stockholder within 10 days after such stockholder's written request for such a statement is received by the surviving, resulting or converted entity or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section, whichever is later.
(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving, resulting or converted entity, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders or members who have demanded payment for their shares or membership interests and with whom agreements as to the value of their shares or membership interests have not been reached by the surviving, resulting or converted entity. If the petition shall be filed by the surviving, resulting or converted entity, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving, resulting or converted entity and to the stockholders or members shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving, resulting or converted entity.
(g) At the hearing on such petition, the Court shall determine the stockholders or members who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders or members who have demanded an appraisal for their shares or membership interests and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder or member fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder or member.
(h) After determining the stockholders or members entitled to an appraisal, the Court shall appraise the shares or membership interests, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger, consolidation or conversion, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger, consolidation or conversion through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate, including any surcharge, as established from time to time during the period between the effective date of the merger, consolidation or conversion and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving, resulting or converted entity may pay to each stockholder or member entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares or membership interests as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the surviving, resulting or converted entity or by any stockholder or member entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to final determination of the stockholder or member entitled to an appraisal. Any stockholder or member whose name appears on the list filed by the surviving, resulting or converted entity pursuant to subsection (f) of this section and who has submitted such stockholder's or member's certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder or member is not entitled to appraisal rights under this section.
(i) The Court shall direct the payment of the fair value of the shares or membership interests, together with interest, if any, by the surviving, resulting or converted entity to the stockholders or members entitled thereto. Interest may be simple or compound, as the Court may direct. Payment shall be so made to each stockholder or member in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the surviving, resulting or converted entity of the certificates representing such stock. The Court's decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving, resulting or converted entity be a corporation of this State or of any state.
(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder or member, the Court may order all or a portion of the expenses incurred by any stockholder or member in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares or membership interests entitled to appraisal.
(k) From and after the effective date of the merger, consolidation or conversion, no stockholder or member who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock or membership interests for any purpose or to receive payment of dividends or other distributions on the stock or membership interests, except dividends or other distributions payable to stockholders or members of record at a date which is prior to the effective date of the merger, consolidation or conversion; provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder or member shall deliver to the surviving, resulting or converted entity a written withdrawal of such stockholder's or member's demand for an appraisal and an acceptance of the merger, consolidation or conversion, either within 60 days after the effective date of the merger, consolidation or conversion as provided in subsection (e) of this section or thereafter with the written approval of the surviving, resulting or converted entity, then the right of such stockholder or member to an appraisal shall cease. Notwithstanding subsection (k) of this section, as to any stockholder or member who has not commenced appraisal proceedings or joined that proceeding as a named party, the right of such stockholder or member to an appraisal shall cease and such stockholder or member shall be entitled to receive the merger consideration or other consideration pursuant to the merger, consolidation or conversion if the appraisal proceeding is dismissed as to such stockholder or member by the Court of Chancery for failure to prosecute, or if the Court of Chancery determines that such stockholder or member is not entitled to appraisal rights under this section.
Former stockholders are urged to read the foregoing statutory text carefully and to consult their own legal advisors regarding the application of Section 262 of the DGCL to their particular circumstances.
Event | Date
Merger Agreement Signed | January 22, 2024
Stockholder Special Meeting (82.4% approval) | May 20, 2024
Effective Time of Merger | 11:59 PM ET, July 9, 2024
Mailing Date of This Notice | July 10, 2024
Deadline for Written Demand for Appraisal | July 30, 2024
Deadline for Withdrawal of Demand (60 days post-Effective Time) | September 7, 2024
Deadline for Filing Petition in Court of Chancery (120 days post-Effective Time) | November 6, 2024