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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 5/23/08 Wrigley Wm Jr Co PREM14A 5/23/08 1:176 RR Donnelley/FA
Document/Exhibit Description Pages Size 1: PREM14A Preliminary Proxy Statement HTML 1,235K
| Preliminary Proxy Statement |
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| x | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
Wm. Wrigley Jr. Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ¨ | No fee required. |
| x | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| 1) | Title of each class of securities to which transaction applies: Common Stock, no par value, and Class B Common Stock, no par value, of Wm. Wrigley Jr. Company |
| 2) | Aggregate number of securities to which transaction applies: 216,392,028 outstanding shares of Common Stock less the 991,800 shares of Common Stock which are expected to be canceled in the merger without payment, 55,575,546 outstanding shares of Class B Common Stock, 14,271,624 shares of Common Stock underlying outstanding options to purchase Common Stock and 1,717,479 shares of Common Stock in connection with outstanding stock units issued pursuant to the Company stock plans. |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): The filing fee was computed pursuant to Exchange Act Rule 0-11(c) and is equal to $39.30 per million dollars of the aggregate merger consideration of $22,239,470,189. The aggregate merger consideration is calculated as the sum of (a) the product of 215,400,228 shares of Common Stock and the merger consideration of $80.00 per share, plus (b) the product of 55,575,546 shares of Class B Common Stock and the merger consideration of $80.00 per share, plus (c) the product of 14,271,624 options to purchase shares of Common Stock that have an exercise price of less than $80.00 and $29.71, which is the deference between the merger consideration of $80.00 and the weighted average exercise price per share of the merger consideration of $80.00 in cash per share of Common Stock, as specified in the Merger Agreement, plus (d) the product of 1,717,479 shares of Common Stock in connection with outstanding stock units issued pursuant to the Company stock plans. |
| 4) | Proposed maximum aggregate value of transaction: $22,239,470,189 |
| 5) | Total fee paid: $874,012 |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) | Amount Previously Paid: |
| 2) | Form, Schedule or Registration Statement No.: |
| 3) | Filing Party: |
| 4) | Date Filed: |
Preliminary Proxy Statement—Subject to Completion, dated May 23, 2008
Wm. WRIGLEY Jr. Company
Wrigley Building • 410 North Michigan Avenue • Chicago, Illinois 60611
, 2008
Dear Stockholder:
You are cordially invited to attend a special meeting of stockholders of Wm. Wrigley Jr. Company to be held on , 2008 at , Chicago time, at . At the special meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of April 28, 2008, among Wm. Wrigley Jr. Company, a Delaware corporation, Mars, Incorporated, a Delaware corporation, New Uno Holdings Corporation, a Delaware corporation, and New Uno Acquisition Corporation, a Delaware corporation. Pursuant to the merger agreement, New Uno Acquisition Corporation will merge with and into Wrigley with Wrigley continuing as the surviving corporation in the merger. The merger agreement provides that, following the merger, Wrigley will operate as a separate, stand-alone business unit operating under Mars.
If the merger is completed, holders of Wrigley Common Stock and Class B Common Stock will be entitled to receive $80.00 in cash, or the “merger consideration,” without interest and less any applicable withholding tax, for each share of Wrigley Common Stock or Class B Common Stock owned by them as of the effective time of the merger.
Our board of directors has determined that the merger agreement and the merger are advisable and in the best interests of Wrigley and its stockholders. Our board of directors has approved the merger agreement. Our board of directors unanimously recommends that you vote “FOR” adoption of the merger agreement at the special meeting.
Our board of directors considered a number of factors in evaluating the transaction and consulted with its legal and financial advisors in so doing. The enclosed proxy statement also provides detailed information about the merger agreement and the merger. We encourage you to read the proxy statement carefully.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. The merger agreement must be adopted by the affirmative vote of holders of two-thirds of the outstanding shares of our Common Stock and two-thirds of the outstanding shares of our Class B Common Stock, each voting as a separate class. Therefore, if you do not return your proxy card, submit your proxy via the Internet or telephone or attend the special meeting and vote in person, it will have the same effect as if you voted “AGAINST” adoption of the merger agreement. Only stockholders who owned shares of Wrigley Common Stock or Class B Common Stock at the close of business on , 2008, the record date for the special meeting, will be entitled to notice of and to vote at the special meeting. On behalf of the board of directors, we urge you to vote your shares by completing, signing, dating and returning the enclosed proxy card, or by submitting your proxy via the Internet or telephone as soon as possible, even if you currently plan to attend the special meeting.
PLEASE NOTE WE ARE REQUIRING ADMISSION TICKETS TO ATTEND THE SPECIAL MEETING. FOR MORE INFORMATION, PLEASE REFER TO THE ATTACHED NOTICE OF MEETING.
Thank you for your support. We look forward to seeing you at the special meeting.
Sincerely,
WILLIAM WRIGLEY, JR.
Executive Chairman
and Chairman of the Board
This proxy statement is dated , 2008 and is first being mailed to stockholders
of Wrigley on or about , 2008.
Wm. WRIGLEY Jr. Company
Wrigley Building • 410 North Michigan Avenue • Chicago, Illinois 60611
, 2008
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.
Notice is hereby given that a special meeting of stockholders of Wm. Wrigley Jr. Company, a Delaware corporation, will be held on , 2008, at , Chicago time, at , for the following purposes:
| 1. | to consider and vote upon the adoption of the Agreement and Plan of Merger, dated as of April 28, 2008, among Wm. Wrigley Jr. Company, a Delaware corporation, Mars, Incorporated, a Delaware corporation, New Uno Holdings Corporation, a Delaware corporation, and New Uno Acquisition Corporation, a Delaware corporation, as it may be amended from time to time, as more fully described in the enclosed proxy statement; |
| 2. | to consider and vote upon a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of adopting the merger agreement at the time of the special meeting; and |
| 3. | to transact such other business as may properly come before the meeting or any adjournment of the meeting. |
You are entitled to vote at the special meeting if you were a stockholder of record at the close of business on , 2008. Your vote is important. The affirmative vote of the holders of two-thirds of the outstanding shares of Common Stock and two-thirds of the outstanding shares of Class B Common Stock, each voting as a separate class, is required to adopt the merger agreement and the affirmative vote of the holders of a majority of the total number of votes entitled to be cast in respect of the shares of our Common Stock and Class B Common Stock, present in person or represented at the special meeting, voting as a single class, is required to approve the proposal to adjourn the special meeting.
Holders of Wrigley Common Stock and Class B Common Stock who do not vote in favor of adoption of the merger agreement are entitled to appraisal rights under Delaware law in connection with the merger if they comply with all requirements of Delaware law. See “The Merger — Appraisal Rights” beginning on page 53 of the proxy statement and Annex D to this proxy statement.
All stockholders are cordially invited to attend the special meeting in person. Only persons with an admission ticket, evidence of stock ownership or who are guests of Wrigley may attend and be admitted to the special meeting. Photo identification will be required (a valid driver’s license or passport is preferred).
| • | If your shares are registered in your name, you must bring the admission ticket attached to your proxy card. If you would like to pre-register for the meeting, please contact Wrigley’s Stockholder Relations Department at (800) 874-0474 and request an admission ticket. |
| • | If your shares are registered in the name of a broker, trust, bank or other nominee, you need to bring a proxy or a letter from that broker, trust, bank or other nominee or your most recent brokerage account statement that confirms that you are the beneficial owner of those shares. |
If you do not have either an admission ticket or proof that you own shares, you will not be admitted to the special meeting.
Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return the enclosed proxy or submit your proxy via the Internet or telephone and thus ensure that your shares will be represented at the special meeting if you are unable to attend. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be counted as a vote in favor of adoption of the merger agreement and in favor of adjournment of the special meeting, if necessary or appropriate, to permit solicitations of additional proxies. If you fail to return your proxy card and do not submit your proxy via the Internet or by telephone, your shares will effectively be counted as a vote against adoption of the merger agreement and will not be counted for purposes of determining whether a quorum is present at the special meeting or for purposes of the vote to adjourn the special meeting, if necessary or appropriate, to permit solicitations of additional proxies. If you do attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.
Our board of directors unanimously recommends that you vote “FOR” adoption of the merger agreement and “FOR” adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of adopting the merger agreement at the time of the special meeting.
By Authorization of the Board of Directors,
Howard Malovany,
Senior Vice President, Secretary and General Counsel
WM. WRIGLEY JR. COMPANY
SPECIAL MEETING OF STOCKHOLDERS
| QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER |
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| Recommendation of Wrigley’s Board of Directors and Reasons for the Merger |
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| Interests of Wrigley’s Directors and Executive Officers in the Merger |
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| Recommendation of Wrigley’s Board of Directors and Reasons for the Merger |
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| Interests of Wrigley’s Directors and Executive Officers in the Merger |
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| Conversion of Shares; Procedure for Exchange of Certificates |
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| Treatment of Stock Options and Other Equity-Based Awards; Employee Benefits |
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| Agreement to Take Further Action and to Use Reasonable Best Efforts |
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER
The following questions and answers are intended to address some commonly-asked questions regarding the special meeting and the merger. These questions and answers may not address all questions that may be important to you as a Wrigley stockholder. We urge you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement.
Except as otherwise specifically noted in this proxy statement, the “Company,” and “we,” “our,” “us” and similar words in this proxy statement refer to Wm. Wrigley Jr. Company. Throughout this proxy statement we also refer to Wm. Wrigley Jr. Company as “Wrigley” and Mars, Incorporated as “Mars.” In addition, throughout this proxy statement, we refer to New Uno Holdings Corporation as “Holdings” and New Uno Acquisition Corporation as “Merger Sub.”
| Q: |
Why am I receiving this proxy statement? |
| A: |
Our board of directors is furnishing this proxy statement in connection with the solicitation of proxies to be voted at a special meeting of stockholders or at any adjournments or postponements of the special meeting. |
| Q: |
What am I being asked to vote on? |
| A: |
You are being asked to vote to adopt a merger agreement that provides for the acquisition of Wrigley by Holdings. The proposed acquisition would be accomplished through a merger of Merger Sub with and into Wrigley. As a result of the merger, Wrigley will become a subsidiary of Holdings and Wrigley Common Stock will cease to be listed on The New York Stock Exchange, will not be publicly traded and will be deregistered under the Securities Exchange Act of 1934, as amended (which we refer to in this proxy statement as the “Exchange Act”). |
In addition, you are being asked to grant Wrigley management authority to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of adopting the merger agreement at the time of the special meeting.
| Q: |
What will I receive in the merger? |
| A: |
As a result of the merger, holders of our Common Stock and Class B Common Stock will be entitled to receive $80.00 in cash, without interest and less any applicable withholding tax, for each share of Common Stock or Class B Common Stock they own at the effective time of the merger. For example, if you own 100 shares of Wrigley Common Stock or Class B Common Stock at the effective time of the merger, you will be entitled to receive $8,000 in cash, less any applicable withholding tax, in exchange for your 100 shares. |
| Q: |
What do I need to do now? |
| A: |
We urge you to read this proxy statement carefully and then mail your completed, dated and signed proxy card in the enclosed return envelope as soon as possible, or submit your proxy via the Internet or telephone, so that your shares can be voted at the special meeting of stockholders. |
PLEASE DO NOT SEND YOUR STOCK CERTIFICATES WITH YOUR PROXY CARD. YOU WILL RECEIVE DETAILED INSTRUCTIONS CONCERNING EXCHANGE OF YOUR STOCK CERTIFICATES IF THE MERGER IS CONSUMMATED.
| Q: |
How does Wrigley’s board recommend that I vote? |
| A: |
Our board of directors unanimously recommends that you vote “FOR” adoption of the merger agreement and “FOR” adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of |
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| adopting the merger agreement at the time of the special meeting. At a meeting held on April 27, 2008, Wrigley’s board of directors unanimously approved the merger agreement and determined that the merger agreement and the merger are advisable and in the best interests of Wrigley and its stockholders. |
| Q: |
What vote is required to adopt the merger agreement and approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of adopting the merger agreement at the time of the special meeting? |
| A: |
Adoption of the merger agreement requires the affirmative vote of the holders of two-thirds of the outstanding shares of our Common Stock and two-thirds of the outstanding shares of our Class B Common Stock, each voting as a separate class. Approval of the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of adopting the merger agreement at the time of the special meeting requires the affirmative vote of the holders of a majority of the total number of votes entitled to be cast in respect of the shares of our Common Stock and Class B Common Stock, present in person or represented at the special meeting, voting as a single class. |
As of , 2008, the record date for determining who is entitled to vote at the special meeting, there were shares of Common Stock and shares of Class B Common Stock issued and outstanding. Each holder of Wrigley Common Stock is entitled to one vote per share of Common Stock owned by such holder and each holder of Wrigley Class B Common Stock is entitled to ten votes per share of Class B Common Stock owned by such holder.
| Q: |
Where and when is the special meeting of stockholders? |
| A: |
The special meeting will be held on , 2008 at , Chicago time, at . |
| Q: |
Who is entitled to vote at the special meeting? |
| A: |
Only stockholders of record as of the close of business on , 2008, or the “record date,” are entitled to receive notice of the special meeting and to vote at the special meeting the shares of Common Stock or Class B Common Stock that they held on the record date, or at any adjournments or postponements of the special meeting. |
| Q: |
May I attend the special meeting and vote in person? |
| A: |
Yes. All stockholders as of the record date may attend the special meeting and vote in person. Only persons with an admission ticket, evidence of stock ownership or who are guests of the Company may attend and be admitted to the special meeting. Photo identification will be required (a valid driver’s license or passport is preferred). |
| • | If your shares are registered in your name, you must bring the admission ticket attached to your proxy card. If you would like to pre-register for the meeting, please contact the Company’s Stockholder Relations Department at (800) 874-0474 and request an admission ticket. |
| • | If your shares are registered in the name of a broker, trust, bank or other nominee, you need to bring a proxy or a letter from that broker, trust, bank or other nominee or your most recent brokerage account statement that confirms that you are the beneficial owner of those shares. |
If you do not have either an admission ticket or proof that you own shares, you will not be admitted to the special meeting. Seating will be limited. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.
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Even if you plan to attend the special meeting in person, we urge you to complete, sign, date and return the enclosed proxy or submit your proxy via the Internet or telephone to ensure that your shares will be represented at the special meeting.
| Q: |
How do I vote my shares? |
| A: |
If your shares are registered in your name, you may vote your shares by completing, signing, dating and returning the enclosed proxy card or you may vote in person at the special meeting. Additionally, you may submit a proxy authorizing the voting of your shares over the Internet or telephonically. Proxies submitted over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on , 2008. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy over the Internet or telephone. Based on your Internet or telephone proxy, the proxy holders will vote your shares according to your directions. |
If your shares are held in “street name” through a broker or bank, you may vote through your broker or bank by completing and returning the voting form provided by your broker or bank, or by the Internet or telephone through your broker or bank if such a service is provided. To vote via the Internet or telephone through your broker or bank, you should follow the instructions on the voting form provided by your broker or bank.
| Q: |
What happens if I do not return my proxy card, submit my proxy via the Internet or telephone or attend the special meeting and vote in person? |
| A: |
If you do not return your proxy card, submit your proxy via the Internet or telephone or attend the special meeting and vote in person, it will have the same effect as if you voted “AGAINST” adoption of the merger agreement. Adoption of the merger agreement requires the affirmative vote of the holders of two-thirds of the outstanding shares of Common Stock and two-thirds of the outstanding shares of Class B Common Stock, each voting as a separate class. Failure to vote will have no effect on the outcome of any proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies, assuming a quorum is otherwise present at the special meeting. |
| Q: |
May I change my vote after I have mailed my signed proxy card? |
| A: |
Yes. You may revoke your proxy at any time before your proxy card is voted at the special meeting. You can do this in one of three ways. |
| • | First, you can deliver a written notice bearing a date later than the proxy you previously delivered stating that you would like to revoke your proxy. |
| • | Second, you can complete, execute and deliver a new, later-dated proxy card for the same shares. If you submitted the proxy you are seeking to revoke via the Internet or telephone, you may submit this later-dated new proxy using the same method of transmission (Internet or telephone) as the proxy being revoked, provided the new proxy is received by 11:59 p.m., Eastern Time, on , 2008. |
| • | Third, you can attend the meeting and vote in person. Your attendance at the special meeting alone will not revoke your proxy. |
Any written notice of revocation or subsequent proxy should be delivered to Computershare Trust Company, N.A., our transfer agent, or hand-delivered to our Secretary at or before the taking of the vote at the special meeting.
If you have instructed a broker to vote your shares, you must follow directions received from your broker to change those instructions.
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| Q: |
How do I vote my shares held under the Wrigley Savings Plan? |
| A: |
Participants in the Wrigley Savings Plan who have shares of our Common Stock and/or Class B Common Stock allocated to their account under the Wrigley Savings Plan are entitled to provide voting instructions with respect to those shares that are allocated to their account. The trustee of the Wrigley Savings Plan will vote the shares of our Common Stock and/or Class B Common Stock allocated to a participant’s account in accordance with the participant’s instructions that are timely received. |
If you are a participant and you choose to provide voting instructions by mail, you may provide such instructions simply by completing, signing, dating and returning your enclosed proxy card. Participants also may provide voting instructions either via the Internet or telephonically. If you are a participant and you choose to provide voting instructions via the Internet or telephonically, you should follow the procedures and instructions on the enclosed proxy card. The deadline for providing voting instructions to the trustee via the Internet or telephonically is 1:00 am on , 2008.
Any allocated shares of our Common Stock and/or Class B Common Stock held in the Wrigley Savings Plan for which participant instructions are not timely received by the trustee will be voted by the trustee in the same proportion as it votes the shares for which voting instructions have been timely received.
| Q: |
If my broker holds my shares in “street name,” will my broker vote my shares for me? |
| A: |
No. Your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares following the procedure provided by your broker. Without instructions, your shares will not be voted, which will have the same effect as if you voted against adoption of the merger agreement but will have no effect on the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. |
| Q: |
What should I do if I receive more than one set of voting materials? |
| A: |
Please complete, sign, date and return (or submit your proxy via the Internet or telephone for) each proxy card and voting instruction card that you receive. You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. |
| Q: |
What happens if I sell or otherwise transfer my shares of Wrigley Common Stock or Class B Common Stock before the special meeting? |
| A: |
The record date for the special meeting is earlier than the date of the special meeting and the date the merger is expected to be completed. If you sell or otherwise transfer your shares of Wrigley Common Stock or Class B Common Stock after the record date but before the special meeting, you will retain your right to vote at the special meeting, but you will transfer the right to receive the merger consideration. Even if you sell or otherwise transfer your shares of Wrigley Common Stock or Class B Common Stock after the record date, we urge you to complete, sign, date and return the enclosed proxy or submit your proxy via the Internet or telephone. |
| Q: |
Who will count the votes? |
| A: |
Representatives from Computershare Trust Company, N.A., our transfer agent, will count the votes and serve as our inspectors of election. The inspectors of election will be present at the meeting. |
| Q: |
Will the merger be taxable to me? |
| A: |
The receipt of cash in exchange for your shares of Wrigley Common Stock or Class B Common Stock pursuant to the merger will be a taxable transaction for U.S. federal income tax |
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| purposes, and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for U.S. federal income tax purposes, a U.S. stockholder will recognize gain or loss equal to the difference between the amount of cash received by that stockholder in the merger and that stockholder’s adjusted tax basis in the shares of Wrigley Common Stock or Class B Common Stock exchanged for cash in the merger. Because individual circumstances may differ, we recommend that you consult your own tax advisor to determine the particular tax effects to you. See “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 56. |
| Q: |
When do you expect the merger to be completed? |
| A: |
We are working toward completing the merger as quickly as possible and currently expect to consummate the merger later this year or in the first quarter of 2009. However, the exact timing and likelihood of completion of the merger cannot be predicted because the merger is subject to certain conditions, including adoption of the merger agreement by our stockholders, the receipt of regulatory approvals and conclusion of a thirty day marketing period that Holdings may use to complete its financing for the merger (for a description of the marketing period, see “The Merger Agreement—Effective Time; The Marketing Period” beginning on page 60). |
| Q: |
What regulatory approvals and filings are needed to complete the merger? |
| A: |