Bank of America Investment Banking Pitch Book
Process - Events and Milestones
1
Date
January 16, 2016
January 19, 2016
February 4, 2016
February 5, 2016
February 8, 2016
February 9, 2016
February 10, 2016
February 11, 2016
February 15 - 22, 2016
(3)
1
Events / Milestones
BOREAS submits $17.00 per share proposal for remaining shares of RHO
■ Special Committee meeting to discuss RHO business plan and response to BOREAS' $17.00 proposal
■
BOREAS makes public announcement of $17.00 per share cash proposal
■ Special Committee rejects $17.00 proposal, but determines to proceed with further discussions with BOREAS
1
Bank of America
Merrill Lynch
BOREAS submits a revised "final" proposal for $17.75, which the Special Committee rejects later that day but also
allows for continued discussions with BOREAS
BOREAS submits a revised "best and final" proposal for $18.25 per share
BOREAS' proposal includes a no-shop provision, a $40 million (~3.8% of equity value) break-up fee and a
restriction on dividend payments by the Company (other than the special cash dividend (¹) or other distribution
contemplated in connection with the merger)
Following negotiations, BOREAS agrees that closing would be conditioned on approval by the holders of a
majority of the RHO shares not held by BOREAS and its affiliates (a "majority of the minority provision")
Special Committee authorizes BofA Merrill Lynch to commence outbound calls on February 10, 2016
BofA Merrill Lynch commences outbound calls to potentially interested parties
RHO receives initial draft merger agreement ("Agreement") from BOREAS
RHO and BOREAS exchange mark-ups to the Agreement
Special cash dividend concept detailed in draft Agreement received February 11, 2016.View entire presentation