SUPPLEMENTAL DISCLOSURES TO DEFINITIVE PROXY STATEMENT
This supplemental information should be read in conjunction with the definitive proxy statement, which should be read in its entirety. Defined terms used but not defined herein have the meanings set forth in the definitive proxy statement. The following information supersedes and supplements any information in the definitive proxy statement relevant to the applicable topic. Except as specifically supplemented by the information contained in this supplement, all information set forth in the definitive proxy statement remains unchanged. Any page references listed below are references to pages in the definitive proxy statement, not this supplement to the definitive proxy statement. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the definitive proxy statement.
The Company believes that the disclosures set forth in the definitive proxy statement comply with applicable law. However, in order to avoid the nuisance and possible risk and expense inherent in disputes concerning plaintiffs’ disclosure claims in the complaints referenced in the section of the definitive proxy statement titled “Proposal 1: The Merger – Litigation Relating to the Merger,” as supplemented in this supplement, and to provide additional information to the Company’s shareholders, the Company has determined to voluntarily supplement the definitive proxy statement with the supplemental disclosures set forth below. Nothing in the supplemental disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the Complaints that any additional disclosure was or is required. In addition, the Company is revising the table under “Share Ownership of Management and Certain Shareholders – Beneficial Ownership by Directors and Executive Officers” and related disclosures.
You are encouraged to read carefully this entire supplement and the entire definitive proxy statement, including the Annexes and the other documents to which this supplement or the definitive proxy statement refers or incorporates by reference, because the information in this supplement does not provide all information that might be important to you.
The disclosure in the definitive proxy statement in the section “Summary” beginning on page 1 is supplemented as follows:
By adding the following new paragraph on page 7 at the end of the section “Litigation Relating to the Merger (page 54)” beginning on page 6:
As of November 20, 2020, the Company is aware of five lawsuits that were filed in federal court and one lawsuit threatened to be filed in federal court as described under “Proposal 1: The Merger – Litigation Relating to The Transaction”.
By adding the following new paragraph on page 7 at the end of the section “Regulatory Clearances and Approvals Required for the Merger (page 57)”:
The FCO in Germany and FCA in Austria have granted clearance of the merger.
The disclosure in the definitive proxy statement in (a) the last sentence of the section “Summary – The Annual Meeting – Required Vote” on page 3, (b) the last sentence of the answer to the question “How do the Company’s directors and officers intend to vote?’ in the section “Questions and Answers about the Annual Meeting” on page 17, and (c) the last sentence of the section “The Annual Meeting – Stock Ownership and Interests of Certain Persons – Voting by the Company’s Directors and Executive Officers” on page 25 are supplemented as follows:
By amending and restating such sentences on page 3, page 17 and page 25 as follows:
As of the record date, our directors and executive officers, owned and were entitled to vote, in the aggregate, approximately 1,162,549 shares of Company common stock, or approximately 11.9% of the outstanding shares of Company common stock entitled to vote at the annual meeting.
The disclosure in the definitive proxy statement in the section “Proposal 1: The Merger – Background of the Merger – 2020 – Execution of Merger Agreement with Parent” beginning on page 33 is supplemented as follows:
By amending and restating the second to last paragraph on page 33 as follows:
On May 12, 2020, a representative of an investment banking firm, BNP Paribas, who had met with Mr. Freeland when the BNP representative was employed at a different investment banking firm, but who had never previously done business with Mr. Freeland, called Mr. Freeland to inform him that Parent may be interested in a transaction with the Company.