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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/12/07 Vertrue Inc SC 13E3/A 1:112K Vertrue Inc RR Donnelley/FA Gary A. Johnson Oak Investment Partners XII, L.P. One Equity Partners II, L.P. Rho Ventures V Affiliates, L.L.C. Rho Ventures V, L.P. Velo Acquisition Inc. Velo Holdings Inc. |
Document/Exhibit Description Pages Size 1: SC 13E3/A Amendment #2 to Schedule 13E-3 HTML 106K
| AMENDMENT #2 TO SCHEDULE 13E-3 |
| Keith A. Pagnani, Esq. | Carmen J. Romano, Esq. | Robert J. Lichtenstein, Esq. | ||
| Sullivan & Cromwell LLP | Derek M. Winokur, Esq. | Justin W. Chairman, Esq. | ||
| 125 Broad Street | Dechert LLP | Morgan, Lewis & Bockius LLP | ||
| New York, NY 10004 | Circa Centre | 1701 Market Street | ||
| (212) 558-4000 | 2929 Arch Street, 4th Floor | Philadelphia, PA 19103 | ||
| Philadelphia, PA 19104 | (215) 963-5061 | |||
| (215) 994-4000 |
| a. ţ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
| b. o | The filing of a registration statement under the Securities Act of 1933. |
| c. o | A tender offer |
| d. o | None of the above |
| Transactional Valuation* | Amount of Filing Fee** | |
| $531,607,525.66 | $16,320.60 |
| * | Calculated solely for purposes of determining the filing fee. The transaction value was determined upon the sum of (a) $48.50 per share of 9,724,569 shares of Vertrue common stock, par value $0.01 per share (the “Common Stock”); (b) $48.50 minus the weighted average exercise price of $25.76 per share of outstanding options to purchase 2,620,384 shares of the Common Stock; and (c) $48.50 per share of restricted stock of 7,802 shares of the Common Stock. | |
| ** | The filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1), was calculated by multiplying the transaction value by 0.0000307. |
| ţ | Check 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 of the 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: $16,320.60
|
Filing Party: Vertrue Incorporated | |
Form or Registration No.: Schedule 14A
|
Date Filed: May 1, 2007 |
| The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| “Summary Term Sheet” “Questions and Answers About the Special Meeting and the Merger” |
| (a) | Name and Address. |
| Vertrue Incorporated 20 Glover Avenue Norwalk, Connecticut 06850 (203) 324-7635 |
| (b) | Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| “Questions and Answers About the Special Meeting and the Merger” “The Special Meeting — Record Date” |
| (c) | Trading Market and Price. The information set forth in the Proxy Statement under the caption “Important Information About Vertrue — Market Price and Dividend Data” is incorporated herein by reference. | ||
| (d) | Dividends. The information set forth in the Proxy Statement under the caption “Important Information About Vertrue — Market Price and Dividend Data” is incorporated herein by reference. | ||
| (e) | Prior Public Offerings. None. | ||
| (f) | Prior Stock Purchases. The information set forth in the Proxy Statement under the caption “Important Information About Vertrue — Prior Stock Purchases” is incorporated herein by reference. |
| The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: |
| (a) | Name and Address. |
| “Summary Term Sheet — The Merger and the Merger Agreement” “The Parties Involved in the Merger” “Annex E — Information Relating to Gary A. Johnson, Other Directors and Executive Officers of Vertrue and to Parent, Merger Sub and the Sponsors” |
| (b) | Business and Background of Entities. |
| “Summary Term Sheet — The Merger and the Merger Agreement” “The Parties Involved in the Merger” “Annex E — Information Relating to Gary A. Johnson, Other Directors and Executive Officers of Vertrue and to Parent, Merger Sub and the Sponsors” |
| (c) | Business and Background of Natural Persons. |
| “Annex E — Information Relating to Gary A. Johnson, Other Directors and Executive Officers of Vertrue and to Parent, Merger Sub and the Sponsors” |
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| (a) | Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| “Summary Term Sheet”
“Questions and Answers About the Special Meeting and the Merger” “The Special Meeting” “Special Factors” “The Merger Agreement” “Rollover and Voting Agreement” “Annex A — Agreement and Plan of Merger” |
| (c) | Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| “Summary Term Sheet” “Questions and Answers About the Special Meeting and the Merger” “Special Factors — Certain Effects of the Merger” “Special Factors — Interests of Vertrue’s Directors and Executive Officers in the Merger” “The Merger Agreement — Merger Consideration and Effects of Merger” “Rollover and Voting Agreement” |
| (d) | Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| “Summary Term Sheet — Other Important Considerations” “The Special Meeting — Rights of Stockholders Who Seek Appraisal” “Rights of Appraisal” “Annex D — Section 262 of the General Corporation Law of the State of Delaware” |
| (e) | Provisions of Unaffiliated Security Holders. The Filing Persons have not made any provision in connection with the Merger to grant unaffiliated stockholders access to the corporate files of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons. |
| (f) | Eligibility of Listing or Trading. Not applicable. |
| The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: |
|||||
| (a) | Transactions. | ||||
| “Summary Term Sheet” “Special Factors — Background of the Merger” “Special Factors — Interests of Vertrue’s Directors and Executive Officers in the Merger” “Special Factors — Certain Relationships Between Parent and Vertrue” |
| (b) | Significant Corporate Events. |
| “Summary Term Sheet” “Special Factors — Background of the Merger” “Special Factors — Interests of Vertrue’s Directors and Executive Officers in the Merger” “Important Information About Vertrue — Prior Stock Purchases” |
| (c) | Negotiations or Contacts. |
| “Summary Term Sheet” “Special Factors — Background of the Merger” |
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| “Special Factors — Interests of Vertrue’s Directors and Executive Officers in the Merger” |
| (e) | Agreements Involving the Subject Company’s Securities. |
| “Summary Term Sheet” “Special Factors — Interests of Vertrue’s Directors and Executive Officers in the Merger” |
| The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: | |||||
| (b) | Use of Securities Acquired. | ||||
| “Summary Term Sheet — Other Important Considerations” “Questions and Answers About the Special Meeting and the Merger” “Special Factors — Purposes, Reasons for the Merger of Vertrue and Plans for Vertrue after the Merger” “Special Factors — Certain Effects of the Merger” “Special Factors — Interests of Vertrue’s Directors and Executive Officers in the Merger” “The Merger Agreement — The Merger” “The Merger Agreement — Merger Consideration and Effects of Merger” “Annex A — Agreement and Plan of Merger” |
| (c) | Plans (1)-(8). |
| “Summary Term Sheet — Other Important Considerations” “Questions and Answers About the Special Meeting and the Merger” “Special Factors — Background of the Merger” “Special Factors — Purposes, Reasons for the Merger of Vertrue and Plans for Vertrue after the Merger” “Special Factors — Certain Effects of the Merger” “Special Factors — Financing of the Merger” “Special Factors — Interests of Vertrue’s Directors and Executive Officers in the Merger” “The Merger Agreement” “Annex A — Agreement and Plan of Merger” |
| The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: | |||||
| (a) | Purposes. | ||||
| “Summary Term Sheet — Other Important Considerations” “Questions and Answers About the Special Meeting and the Merger” “Special Factors — Background of the Merger” “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger” “Special Factors — Purpose and Reasons for the Merger of Gary A. Johnson” “Special Factors — Purposes and Reasons for the Merger of Parent, Merger Sub and the Sponsors” “Special Factors — Purposes, Reasons for the Merger of Vertrue and Plans for Vertrue after the Merger” |
| (b) | Alternatives. |
| “Special Factors — Background of the Merger” |
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| “Special Factors — Reasons for the Merger; Recommendation of the Special Committee
and of Our Board of Directors; Fairness of the Merger” “Special Factors — Purposes, Reasons for the Merger of Vertrue and Plans for Vertrue after the Merger” “Special Factors — Effects on Vertrue if the Merger is Not Completed” |
| (c) | Reasons. |
| “Summary Term Sheet — Other Important Considerations” “Questions and Answers About the Special Meeting and the Merger” “Special Factors — Background of the Merger” “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger” “Special Factors — Opinions of Financial Advisors” “Special Factors — Purpose and Reasons for the Merger of Gary A. Johnson” “Special Factors — Purpose and Reasons for the Merger of Parent, Merger Sub and the Sponsors” “Special Factors — Purposes, Reasons for the Merger of Vertrue and Plans for Vertrue after the Merger” |
| (d) | Effects. |
| “Summary Term Sheet — Other Important Considerations” “Questions and Answers About the Special Meeting and the Merger” “Special Factors — Background of the Merger” “Special Factors — Purposes, Reasons for the Merger of Vertrue and Plans for Vertrue after the Merger” “Special Factors — Certain Effects of the Merger” “Special Factors — Effects on Vertrue if the Merger is Not Completed” “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger to Our Stockholders” “The Merger Agreement” “Annex A — Agreement and Plan of Merger” |
| (a) | Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| “Summary Term Sheet — Other Important Considerations” “Questions and Answers About the Special Meeting and the Merger” “Special Factors — Background of the Merger” “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger” “Special Factors — Position of Gary A. Johnson as to Fairness” “Special Factors — Position of Parent, Merger Sub and the Sponsors as to Fairness” “Special Factors — Opinions of Financial Advisors” “Annex B — Opinion of FTN Midwest Securities” “Annex C — Opinion of Jefferies Broadview” |
| (b) | Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| “Summary Term Sheet — Other Important Considerations” “Questions and Answers About the Special Meeting and the Merger” “Special Factors — Background of the Merger” “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger” “Special Factors — Position of Gary A. Johnson as to Fairness” “Special Factors — Position of Parent, Merger Sub and the Sponsors as to Fairness” “Special Factors — Opinions of Financial Advisors” “Special Factors — Purposes, Reasons for the Merger of Vertrue and Plans for Vertrue after the Merger” “Special Factors — Interests of Vertrue’s Directors and Executive Officers in the Merger” |
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| “Annex B — Opinion of FTN Midwest Securities” “Annex C — Opinion of Jefferies Broadview” |
| (c) | Approval of Security Holders. The transaction is not structured so that the approval of at least a majority of unaffiliated security holders is required. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| “Summary Term Sheet — Other Important Considerations” “Questions and Answers About the Special Meeting and the Merger” “The Special Meeting — Voting Rights; Quorum; Vote Required for Approval” “The Merger Agreement” |
| (d) | Unaffiliated Representative. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| “Summary Term Sheet — Other Important Considerations” “Special Factors — Background of the Merger” “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger” “Special Factors — Purposes, Reasons for the Merger of Vertrue and Plans for Vertrue after the Merger” “Special Factors — Opinions of Financial Advisors” “Annex B — Opinion of FTN Midwest Securities” “Annex C — Opinion of Jefferies Broadview” |
| (e) | Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| “Summary Term Sheet — Other Important Considerations” “Special Factors — Background of the Merger” “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger” “Special Factors — Purposes, Reasons for the Merger of Vertrue and Plans for Vertrue after the Merger” “Special Factors — Interests of Vertrue’s Directors and Executive Officers in the Merger” |
| (f) | Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| “Special Factors — Background of the Merger” “Special Factors — Purposes, Reasons for the Merger of Vertrue and Plans for Vertrue after the Merger” |
| (a) | Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| “Summary Term Sheet — Other Important Considerations” “Special Factors — Background of the Merger” “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger” “Special Factors — Purposes, Reasons for the Merger of Vertrue and Plans for Vertrue after the Merger” “Special Factors — Opinions of Financial Advisors” “The Merger Agreement — Representations and Warranties” |
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| “Annex B — Opinion of FTN Midwest Securities” “Annex C — Opinion of Jefferies Broadview” |
| (b) | Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| “Summary Term Sheet — Other Important Considerations” “Special Factors — Background of the Merger” “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger” “Special Factors — Purposes, Reasons for the Merger of Vertrue and Plans for Vertrue after the Merger” “Special Factors — Opinions of Financial Advisors” “The Merger Agreement — Representations and Warranties” “Annex B — Opinion of FTN Midwest Securities” “Annex C — Opinion of Jefferies Broadview” |
| (c) | Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Vertrue during its regular business hours by any interested holder of the Common Stock or his, her or its representative who has been so designated in writing. |
| The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: |
|||||
| (a) | Source of Funds. | ||||
| “Summary Term Sheet — Other Important Considerations” “Special Factors — Background of the Merger” “Special Factors — Financing of the Merger” “Special Factors — Guarantees; Remedies” “Special Factors — Fees and Expenses of the Merger” “The Merger Agreement” “Annex A — Agreement and Plan of Merger” |
| (b) | Conditions. |
| “Summary Term Sheet — The Merger and the Merger Agreement” “Questions and Answers About the Special Meeting and the Merger” “Special Factors — Background of the Merger” “Special Factors — Certain Effects of the Merger” “Special Factors — Effects on Vertrue if the Merger is Not Completed” “Special Factors — Financing of the Merger” “The Merger Agreement” “Annex A — Agreement and Plan of Merger” |
| (c) | Expenses. |
| “Special Factors — Background of the Merger” “Special Factors — Financing of the Merger” “Special Factors — Fees and Expenses of the Merger” “The Merger Agreement — Termination Fees” “The Merger Agreement — Expenses” “Annex A — Agreement and Plan of Merger” |
| (d) | Borrowed Funds. |
| “Summary Term Sheet — Other Important Considerations” “Special Factors — Background of the Merger” “Special Factors — Financing of the Merger” “Annex A — Agreement and Plan of Merger” |
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| The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: | |||||
| (a) | Securities Ownership. | ||||
| “Summary Term Sheet — Other Important Considerations” “Special Factors — Interests of Vertrue’s Directors and Executive Officers in the Merger” “Important Information About Vertrue — Security Ownership of Certain Beneficial Owners and Management” |
| (b) | Securities Transactions. |
| “Important Information About Vertrue — Security Ownership of Certain Beneficial Owners and Management” “Important Information About Vertrue — Prior Stock Purchases” |
| The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: | |||||
| (d) | Intent to Tender or Vote in a Going-Private Transaction. | ||||
| “Summary Term Sheet — Other Important Considerations” “Questions and Answers About the Special Meeting and the Merger” “The Special Meeting— Voting Rights; Quorum; Vote Required for Approval” “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger” “Special Factors — Purpose and Reasons for the Merger of Gary A. Johnson” “Special Factors — Purpose, Reasons for the Merger of Vertrue and Plans for Vertrue after the Merger” “Special Factors — Interests of Vertrue’s Directors and Executive Officers in the Merger” |
| (e) | Recommendations of Others. |
| “Summary Term Sheet — Other Important Considerations” “Questions and Answers About the Special Meeting and the Merger” “Special Factors — Background of the Merger” “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger” “Special Factors — Purpose and Reasons for the Merger of Gary A. Johnson” “Special Factors — Purpose and Reasons for the Merger of Parent, Merger Sub and the Sponsors” “Special Factors — Purposes, Reasons for the Merger of Vertrue and Plans for Vertrue after the Merger” |
| (a) | Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: |
| “Important Information About Vertrue — Historical Selected Financial Data” “Important Information About Vertrue — Ratio of Earnings to Fixed Charges” “Important Information About Vertrue — Book Value Per Share” “Where You Can Find More Information” |
| (b) | Pro Forma Information. Not applicable. |
-8-
| The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference: |
|||||
| (a) | Solicitations or Recommendations. | ||||
| “Summary Term Sheet” “Questions and Answers About the Special Meeting and the Merger” “The Special Meeting — Solicitation of Proxies” “Special Factors — Background of the Merger” “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger” “Special Factors — Interests of Vertrue’s Directors and Executive Officers in the Merger” “Special Factors — Fees and Expenses of the Merger” |
| (b) | Employees and Corporate Assets. |
| “Summary Term Sheet” “Questions and Answers About the Special Meeting and the Merger” “Special Factors — Background of the Merger” “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger” “Special Factors — Interests of Vertrue’s Directors and Executive Officers in the Merger” |
| (b) | Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference. |
(a)(1)
|
Letter to Stockholders of Vertrue Incorporated, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Vertrue Incorporated with the Securities and Exchange Commission on June 12, 2007. | |
(a)(2)
|
Notice of Special Meeting of Stockholders of Vertrue Incorporated, incorporated herein by reference to the Proxy Statement. | |
(a)(3)
|
Proxy Statement of Vertrue Incorporated, incorporated herein by reference to the Proxy Statement. | |
(b)(1)
|
Debt Commitment Letter, dated March 22, 2007, to Velo Holdings Inc., from Lehman Commercial Paper Inc., Lehman Brothers Commercial Bank, Lehman Brothers Inc., JP Morgan Securities Inc. and JPMorgan Chase Bank, NA.* | |
(c)(1)
|
Fairness Opinion of FTN Midwest Securities Corp., dated as of March 21, 2007, incorporated herein by reference to Annex B of the Proxy Statement. | |
(c)(2)
|
Fairness Opinion of Jefferies Broadview, dated as of March 20, 2007, incorporated herein by reference to Annex C of the Proxy Statement. |
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(c)(3)
|
Presentation of FTN Midwest Securities Corp. to the Special Committee of the Board of Directors of Vertrue Incorporated, dated February 12, 2007.* | |
(c)(4)
|
Presentation of FTN Midwest Securities Corp. to the Special Committee of the Board of Directors of Vertrue Incorporated, dated March 20, 2007.* | |
(c)(5)
|
Presentation of Jefferies Broadview to the Special Committee of the Board of Directors of Vertrue Incorporated, dated March 20, 2007.* | |
(d)(1)
|
Agreement and Plan of Merger, dated as of March 22, 2007, among Vertrue Incorporated, Velo Holdings Inc. and Velo Acquisition Inc., incorporated herein by reference to Annex A of the Proxy Statement. | |
(d)(2)
|
Rollover and Voting Commitment Letter, dated March 22, 2007, to Velo Holdings Inc. from Gary A. Johnson.* | |
(f)(1)
|
Section 262 of the General Corporation Law of the State of Delaware, incorporated herein by reference to Annex D of the Proxy Statement. | |
(g)
|
None. |
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| VERTRUE INCORPORATED |
|||||
| By: | /s/ George W.M. Thomas | ||||
| Name: | George W.M. Thomas | ||||
| Title: | Senior Vice President, General Counsel | ||||
| /s/ Gary A. Johnson | |||||
| Gary A. Johnson | |||||
| VELO HOLDINGS INC. |
|||||
| By: | /s/ James W. Koven | ||||
| Name: | James W. Koven | ||||
| Title: | Vice President and Secretary | ||||
| VELO ACQUISITION INC. |
|||||
| By: | /s/ James W. Koven | ||||
| Name: | James W. Koven | ||||
| Title: | Vice President and Secretary | ||||
| ONE EQUITY PARTNERS II, L.P. |
|||||
| By: | OEP General Partner II, L.P., its General Partner | ||||
| By: | OEP Holding Corporation, its General Partner | ||||
| By: | /s/ James W. Koven | ||||
| Name: | James W. Koven | ||||
| Title: | Managing Director | ||||
| OAK INVESTMENT PARTNERS XII, L.P. | |||||
| By: | Oak Associates XII LLC, its General Partner | ||||
| By: | /s/ Fredric Harman | ||||
| Name: | Fredric Harman | ||||
| Title: | Executive Managing Member | ||||
| RHO VENTURES V, L.P. | |||||
| By: | RMV V, L.L.C., its General Partner | ||||
| By: | Rho Capital Partners LLC, its Managing Member | ||||
| By: | /s/ Jeff Martin | ||||
| Name: | Jeff Martin, as Attorney-in-Fact | ||||
| RHO VENTURES V AFFILIATES, L.L.C. | |||||
| By: | RMV V, L.L.C., its General Partner | ||||
| By: | Rho Capital Partners LLC, its Managing Member | ||||
| By: | /s/ Jeff Martin | ||||
| Name: | Jeff Martin, as Attorney-in-Fact | ||||
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(a)(1)
|
Letter to Stockholders of Vertrue Incorporated, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by Vertrue Incorporated with the Securities and Exchange Commission on June 12, 2007. | |
(a)(2)
|
Notice of Special Meeting of Stockholders of Vertrue Incorporated, incorporated herein by reference to the Proxy Statement. | |
(a)(3)
|
Proxy Statement of Vertrue Incorporated, incorporated herein by reference to the Proxy Statement. | |
(b)(1)
|
Debt Commitment Letter, dated March 22, 2007, to Velo Holdings Inc., from Lehman Commercial Paper Inc., Lehman Brothers Commercial Bank, Lehman Brothers Inc., JP Morgan Securities Inc. and JPMorgan Chase Bank, NA.* | |
(c)(1)
|
Fairness Opinion of FTN Midwest Securities Corp., dated as of March 21, 2007, incorporated herein by reference to Annex B of the Proxy Statement. | |
(c)(2)
|
Fairness Opinion of Jefferies Broadview, dated as of March 20, 2007, incorporated herein by reference to Annex C of the Proxy Statement. | |
(c)(3)
|
Presentation of FTN Midwest Securities Corp. to the Special Committee of the Board of Directors of Vertrue Incorporated, dated February 12, 2007.* | |
(c)(4)
|
Presentation of FTN Midwest Securities Corp. to the Special Committee of the Board of Directors of Vertrue Incorporated, dated March 20, 2007.* | |
(c)(5)
|
Presentation of Jefferies Broadview to the Special Committee of the Board of Directors of Vertrue Incorporated, dated March 20, 2007.* | |
(d)(1)
|
Agreement and Plan of Merger, dated as of March 22, 2007, among Vertrue Incorporated, Velo Holdings Inc. and Velo Acquisition Inc., incorporated herein by reference to Annex A of the Proxy Statement. | |
(d)(2)
|
Rollover and Voting Commitment Letter, dated March 22, 2007, to Velo Holdings Inc. from Gary A. Johnson.* | |
(f)(1)
|
Section 262 of the General Corporation Law of the State of Delaware, incorporated herein by reference to Annex D of the Proxy Statement. | |
(g)
|
None. |
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| This ‘SC 13E3/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/12/07 | 8-K, DEFA14A, DEFM14A | ||
| 5/1/07 | 4, PREM14A, SC 13E3 | |||
| 3/22/07 | 8-K, DEFA14A | |||
| 3/21/07 | ||||
| 3/20/07 | ||||
| 2/12/07 | ||||
| List all Filings | ||||
