com and AFCV Holdings, dated as of February 2, 2011, Answers.
has served as financial advisor and Wilson Sonsini Goodrich & Rosati, Professional Corporation as legal advisor to AFCV Holdings.
com with AFCV, and (iii) require disclosure correcting purported misstatements in the Answers Proxy Statement.
com has adjourned the special meeting of stockholders to vote on adoption of the merger agreement with AFCV to 10:00 a.
com[R], today announced that its Board of Directors, advised by its independent financial and legal advisors, has concluded that the proposed transaction with AFCV
Holdings, LLC remains in the best interests of Answers' stockholders and unanimously reaffirmed its recommendation that stockholders vote to adopt the merger agreement between Answers.
These forward-looking statements are subject to risks and uncertainties with respect to the consummation of the proposed AFCV
The non-GAAP financial measure we refer to, Adjusted EBITDA, represents net income (loss) before interest, income taxes, depreciation, amortization, gain (loss) resulting from fair value adjustment of warrants, stock-based compensation, foreign currency exchange rate differences and expenses relating to the proposed acquisition of all the shares of the Company by AFCV
Holdings LLC ("the AFCV
com's business is materially undervalued by the stock market as a going concern, and that AFCV
Holdings' offer does not come close to representing fair value.
com stockholders by failing to adequately shop the Company before entering into this transaction and whether AFCV
is underpaying for Answers.
On February 3, 2011, Answers announced that it had entered into a definitive merger agreement to be acquired by AFCV
Holdings in a transaction valued at approximately $127 million.
com has unanimously approved the merger with AFCV
Holdings, LLC and recommends that the stockholders of Answers.
NASDAQ: ANSW) violated shareholder protection laws in connection with the proposed buyout by AFCV
Holdings, LLC for approximately $10.