As a result of the merger, each holder of outstanding shares of VCBP
common stock ("Valley Shares") became entitled to receive, per Valley Share, (i) .
Separately and prior to the merger, VCBP declared a special cash dividend of USD 4.
Based on VCBP's current outstanding common shares and options and the estimated special dividend as of 30 June 2016, the aggregate value of the transaction to VCBP shareholders is USD 70.
The amount of the special dividend to be paid by VCBP will change depending on VCBP's net earnings and changes in equity through the month end prior to the close.
Completion of the transaction is subject to customary regulatory approvals and the approval of VCBP
Closing is subject to customary regulatory approvals and the approval of VCBP shareholders.
Additionally, the agreement provides for VCBP to pay a special dividend to its shareholders conditioned upon its equity of over a minimum equity target before the close and after the exercise of all outstanding stock options and based on common equity at 30 June 2016, stockholders would have received a special dividend of about USD12.
Vining Sparks IBG LP rendered a fairness opinion to the board of VCBP.