Transaction Details

Footnotes

Pursuant to that certain Agreement and Plan of Merger (as amended from time to time, the "Merger Agreement") dated as of March 23, 2025 by and among the Issuer, Denali Intermediate Holdings, Inc., ("Parent"), and Denali Buyer, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. | Pursuant to the Merger Agreement, among other things, (i) each outstanding share of the common stock of the Issuer was cancelled and converted into the right to receive $9.15 in cash per share without interest and subject to deduction for any applicable withholding taxes (the "Merger Consideration") and (ii) each outstanding restricted stock award subject to time-based or performance-based vesting conditions, whether vested or unvested, held by a member of the board of directors of the Issuer (other than the Chief Executive Officer), was converted into the right to receive the Merger Consideration plus all accumulated but unpaid dividend equivalent rights with respect to such shares.