![]() Table of Contents Index to Financial Statements Elastic Ordinary Shares are currently traded on the NYSE under the symbol ∾STC. We urge you to obtain current market quotations of Elastic Ordinary Shares.īased on estimates as of August 21, 2019, the last practicable date prior to the record date for the extraordinary General Meeting noticed, upon theĬonsummation of the Merger, Elastic expects to issue no more than approximately 3,200,279 Elastic Ordinary Shares and no fewer than approximately 2,224,127 Elastic Ordinary Shares to Endgame securityholders, which would result in former Endgame Elastic shareholders will continue to own their existing Elastic Prior to the date upon which the Merger is consummated, provided that in no event shall an Elastic Ordinary Share be valued at more than $98.55 per share or less than $68.49 per share. Places (with amounts 0.00005 and above rounded up) of the Elastic Ordinary Shares on the New York Stock Exchange (the NYSE) for the 20 consecutive trading days ending with the complete trading day ending five trading days Each share of Elastic Ordinary Shares to be issued in the Merger will be valued at an amount equal to the volume weighted average price per share rounded to four decimal Stock will not receive any consideration in lieu of any such fractional shares. No fractional shares of Elastic Ordinary Shares will be issued in the Merger, and holders of Endgame Capital Receive such partys share of any Elastic Ordinary Shares released from the escrow fund pursuant to the terms of the Merger Agreement. ![]() (iii) the contingent right to receive a portion of the remaining amount (if any) of the Securityholder Representatives expense fund, which will be deposited with the Securityholder Representative, and (iv) the contingent right to Stock or dissenting shares), (ii) the par value of such Elastic Ordinary Shares which amount shall not be paid but shall be set off against the corresponding obligation to pay such par value of each Elastic Ordinary Share to Elastic, If the Merger is completed, Endgame securityholders will have the right to receive, in respect of their shares ofĮndgame Capital Stock, (i) such number of Elastic Ordinary Shares as required pursuant to the terms of the Merger Agreement and Endgames charter in respect of such shares of Endgame Capital Stock (except shares held by Endgame as treasury Ordinary Shares (estimated, as of the date hereof, to be approximately $18 million), (iii) the assumption of Endgames outstanding options, and (iv) a cash deposit of $350,000 to fund an expense fund for the fees and expenses of the Ordinary shares, par value 0.01 per share, of Elastic (the Elastic Ordinary Shares), (ii) the repayment of Endgames outstanding indebtedness not receiving Elastic Elastic will pay the purchase price through (i) the issuance of ![]() Merger), with Endgame surviving the Merger as a wholly owned subsidiary of Elastic.Īgreement, Elastic will acquire Endgame for a total purchase price of $234 million, subject to customary adjustments, including the establishment of an indemnity escrow fund. Pursuant to the terms of and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Endgame (the Solely in its capacity as the representative, agent and attorney-in-fact of the securityholders of Endgame (the Securityholder Representative),Įntered into an Agreement and Plan of Reorganization (the Merger Agreement). ( Endgame), Avengers Acquisition Corp, a wholly owned subsidiary of Elastic ( Merger Sub), and Shareholder Representative Services LLC, MERGER PROPOSALYOUR VOTE IS VERY IMPORTANTĮlastic N.V.
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