Extract to table

The opinion is advisory in nature and must be considered by the fiduciaries as one factor among others in their overall deliberative process

The directors must understand the opinion well enough to exercise their own independent judgment in reliance thereon

Item 14(b)(6) of Schedule 14A under the Securities Exchange Act of 1934 requires that, where a proxy statement solicits votes in connection with a transaction involving a merger or acquisition, the proxy statement must disclose any report, opinion, or appraisal materially relating to the transaction

The proxy statement must also disclose the financial advisor's fee arrangement, including any contingent fee components

The description of the fairness opinion, including the valuation methodologies, key inputs, valuation ranges, and fairness conclusion, must be accurate, complete, and not misleading

This is an important limitation that must be disclosed in the proxy statement and is discussed further in Section VII of this memorandum