SUPPLEMENT TO THE PROXY STATEMENT
FOR THE MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 14, 2016
September 1, 2016
These Definitive Additional
Materials amend and supplement the Definitive Proxy Statement dated August 10, 2016 (the
Definitive Proxy Statement
), initially mailed to stockholders on or about August 12, 2016, by Imprivata, Inc., a Delaware corporation
(
Imprivata
, the
Company
,
we
,
us
, or
our
), for a meeting of stockholders of the Company to be held on September 14, 2016 at 10:00 a.m. Eastern time, at the
offices of Goodwin Procter LLP, located at 100 Northern Avenue, Boston, MA 02210. The purpose of the meeting of stockholders is to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the
merger agreement
), dated as of July 13, 2016, by and among Project Brady Holdings, LLC (
Parent
), a Delaware limited liability company, Project Brady Merger Sub, Inc. (
Merger Sub
), a
Delaware corporation and wholly-owned direct subsidiary of Parent, and Imprivata. Parent and Merger Sub were formed by an affiliate of the private equity investment firm Thoma Bravo, LLC (
Thoma Bravo
). Pursuant to the terms of the
merger agreement, Merger Sub will be merged with and into Imprivata with Imprivata surviving the merger as a wholly-owned subsidiary of Parent.
If any
stockholders have not already submitted a proxy for use at the meeting of stockholders, they are urged to do so promptly. No action in connection with these definitive additional materials is required by any shareholder who has previously delivered
a proxy and who does not wish to revoke or change that proxy.
For additional questions about the merger, assistance in submitting proxies or voting
shares of Imprivata common stock, or to request additional copies of the Definitive Proxy Statement, please contact our proxy solicitor at:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New
York, New York 10022
Stockholders may call toll free: (888) 750-5834
Banks and Brokers may call collect (212) 750-5833.
The information contained herein speaks only as of September 1, 2016 unless the information specifically indicates that another date applies.
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.
Imprivata believes that no further disclosure is required to supplement the Definitive Proxy Statement under applicable laws; however to avoid the risk that lawsuits may delay or otherwise adversely affect the consummation of the proposed merger and
to minimize the expense of defending such action, Imprivata wishes to voluntarily make supplemental disclosures related to the proposed merger, which are set forth below, in response to certain allegations. Nothing in these supplemental disclosures
shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement.
Supplemental disclosure is indicated by double underlines and strikethroughs as appropriate.
The Table of Contents
The following disclosure is inserted between REGULATORY MATTERS and APPRAISAL RIGHTS in the Table of Contents.
LITIGATION RELATED TO THE MERGER
SUMMARY TERM SHEET
The following disclosure is
inserted immediately prior to Appraisal Rights (Page 80) on page 12 of the Definitive Proxy Statement.
Litigation Related to the Merger (Page 80)
On August 24, 2016, two putative class action lawsuits were filed in the Delaware Court of Chancery by
two purported stockholders of Imprivata, Inc. against the members of the Board of Directors, Thoma Bravo, LLC, Project Brady Merger Sub, Inc., and Project Brady Holdings, LLC, captioned
Kenneth Brooks v. Thoma Bravo, LLC, et al.,
C.A. No.
12682-CB, and
Leonard Coyer v. Thoma Bravo, LLC, et al
., C.A. No. 12684-CB. Both complaints allege that the members of the Board of Directors breached their fiduciary duties to the Companys stockholders in connection with the proposed
merger, and that Thoma Bravo, LLC, Project Brady Merger Sub, Inc., and Project Brady Holdings, LLC aided and abetted those alleged breaches. Both of the complaints seek, among other things, equitable relief to enjoin the consummation of the merger,
rescission of the merger or rescissory damages, compensatory damages, and attorneys fees and costs. The Board of Directors, Thoma Bravo, LLC, Project Brady Merger Sub, Inc., and Project Brady Holdings, LLC believe that the claims asserted
against them are without merit and intend to vigorously defend against these lawsuits.
THE MERGER
Background of the Merger
The following disclosure
supplements and restates the first full paragraph on page 28 of the Definitive Proxy Statement.
On April 15, 2016, the Board held a meeting to
discuss, among other things, the engagement of a financial advisor and Thoma Bravos indication of interest. Members of Company management, Mr. Linnemann and representatives of Goodwin were in attendance. The advisory committee discussed
with the Board its work since the March 10, 2016 Board meeting regarding evaluating potential financial advisors and recommended the engagement of Barclays as the Companys financial advisor to assist the Board in its evaluation of Thoma
Bravos indication of interest and any other strategic alternatives that might be available to the Company. As part of this discussion, the advisory committee outlined the material terms of the proposed engagement of Barclays. Goodwin discussed
with the Board the due diligence process that was conducted as to any relationships that Barclays had with Thoma Bravo. Goodwin
noted that Barclays carried out its customary procedures and that Barclays had disclosed that since 2013 Barclays had received investment banking fees of approximately $12 million to $13
million from Thoma Bravo and certain of its portfolio companies and affiliates and that Barclays M&A deal team members assigned to work for the Company agreed not to work for Thoma Bravo or its affiliates during the term of Barclays
engagement with the Company (other than one Barclays industry focused managing director who was working on a concurrent and unrelated assignment for Thoma Bravo).
The Boards
understanding was that the M&A deal team members other than the industry focused managing director would be primarily responsible for engaging in discussions and negotiations with potential and actual bidders.
Following review of this
information, the Board determined, based in part on the advice of Goodwin, that based on the information provided by Barclays, these relationships would not impair the advice Barclays would provide to the Board, or its independence. The Board
engaged Barclays as the Companys financial advisor to assist the Board in its evaluation of Thoma Bravos indication of interest, subject to execution of a mutually satisfactory engagement letter.
Opinion of Imprivatas Financial Advisor
Selected Comparable Company Analysis
The
following disclosure supplements and restates the first full paragraph on page 45 of the Definitive Proxy Statement.
Barclays selected the comparable
companies listed above because of similarities in one or more business or operating characteristics with Imprivata
, including that such comparable companies operate, or have a business segment
or division that operates, in the security software or healthcare information technology industries
. However, because of the inherent differences between the business, operations and prospects of Imprivata and those of the selected comparable
companies, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences
between the business, financial and operating characteristics and prospects of Imprivata and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the
quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Imprivata and the companies included in the selected company analysis. Based
upon these judgments
and the analysis with respect to the primary comparable companies
, Barclays selected a range of 2.5x to 3.5x Imprivatas enterprise value over calendar year 2016
estimated revenue (
EV/CY2016E
) and a range of 2.0x and 3.0x Imprivatas enterprise value over calendar year 2017 estimated revenue (
EV/CY2017E
) for Imprivata and applied such ranges to the Company
Projections to calculate ranges of implied prices per share of Imprivata.
Selected Precedent Transaction Analysis
The following disclosure supplements and restates the first and second tables on page 46 of the Definitive Proxy Statement.
The following table sets forth the transactions analyzed based on such characteristics and the date each transaction was announced:
Primary Selected Precedent Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enterprise Value
|
|
Announcement Date
|
|
Acquirer
|
|
Target
|
|
LTM Revenue
|
|
|
FTM Revenue
|
|
May 18, 2016
|
|
NICE Ltd.
|
|
inContact, Inc.
|
|
|
3.94x
|
|
|
|
3.37x
|
|
|
|
|
|
|
May 2, 2016
|
|
Oracle Corporation
|
|
Opower, Inc.
|
|
|
3.72x
|
|
|
|
3.42x
|
|
|
|
|
|
|
August 10, 2015
|
|
Envestnet, Inc.
|
|
Yodlee, Inc.
|
|
|
5.42x
|
|
|
|
4.37x
|
|
|
|
|
|
|
May 27, 2015
|
|
CA, Inc.
|
|
Rally Software Development Corp.
|
|
|
5.09x
|
|
|
|
4.28x
|
|
April 30, 2015
|
|
Francisco Partners Management LLC
|
|
ClickSoftware Technologies Ltd.
|
|
|
3.13x
|
|
|
|
2.75x
|
|
February 5, 2015
|
|
Insight Venture Partners, LLC
|
|
E2open, Inc.
|
|
|
3.14x
|
|
|
|
2.86x
|
|
January 30, 2014
|
|
Dassault Systemes SA
|
|
Accelrys, Inc.
|
|
|
4.05x
|
|
|
|
3.58x
|
|
|
|
|
|
|
September 23, 2013
|
|
Vista Equity Partners Fund IV, LP
|
|
Greenway Medical Technologies, Inc.
|
|
|
4.69x
|
|
|
|
4.34x
|
|
January 17, 2012
|
|
Blackbaud, Inc.
|
|
Convio, Inc.
|
|
|
3.46x
|
|
|
|
3.03x
|
|
|
|
|
|
|
August 13, 2010
|
|
International Business Machines Corporation
|
|
Unica Corporation
|
|
|
4.37x
|
|
|
|
3.63x
|
|
Other Selected Precedent Transactions
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|
|
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|
|
|
Enterprise Value
|
|
Announcement Date
|
|
Acquirer
|
|
Target
|
|
LTM Revenue
|
|
|
FTM Revenue
|
|
May 31, 2016
|
|
Accel-KKR Company LLC
|
|
SciQuest, Inc.
|
|
|
3.53x
|
|
|
|
3.34x
|
|
April 28, 2016
|
|
Oracle Corporation
|
|
Textura Corporation
|
|
|
7.52x
|
|
|
|
6.09x
|
|
November 2, 2015
|
|
Endurance International Group Holdings, Inc.
|
|
Constant Contact, Inc.
|
|
|
2.47x
|
|
|
|
2.16x
|
|
August 6, 2015
|
|
International Business Machines Corporation
|
|
Merge Healthcare Incorporated
|
|
|
4.45x
|
|
|
|
3.79x
|
|
January 7, 2013
|
|
athenahealth, Inc.
|
|
Epocrates, Inc.
|
|
|
2.06x
|
|
|
|
1.96x
|
|
November 28, 2012
|
|
NCR Corporation
|
|
Retalix Ltd.
|
|
|
2.38x
|
|
|
|
2.16x
|
|
August 27, 2012
|
|
Thoma Bravo, LLC
|
|
Deltek, Inc.
|
|
|
2.86x
|
|
|
|
2.52x
|
|
June 9, 2010
|
|
Allscripts-Misys Healthcare Solutions, Inc.
|
|
Eclipsys Corporation
|
|
|
2.26x
|
|
|
|
2.01x
|
|
April 16, 2010
|
|
Oracle Corporation
|
|
Phase Forward Incorporated
|
|
|
2.80x
|
|
|
|
2.47x
|
|
The following disclosure supplements and restates the first full paragraph on page 47 of the Definitive Proxy Statement.
The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent
differences in the business, operations, financial conditions and prospects of Imprivata and the companies included in the selected precedent transaction analysis. Accordingly, Barclays believed that a purely quantitative selected precedent
transaction analysis would not be particularly meaningful in the context of considering the proposed transaction. Barclays therefore made qualitative judgments concerning differences between the characteristics of the selected precedent transactions
and the proposed transaction which would affect the acquisition values of the selected target companies and Imprivata. Based upon these judgments
and the analysis with respect to the primary
selected precedent transactions
, Barclays selected a range of 3.5x to 4.5x Imprivatas enterprise value over last twelve months revenue as of June 30, 2016 of $131 million derived from Imprivatas historical nine-month
financial performance as of March 31, 2016 and estimated second quarter 2016 financial performance provided by management on July 11, 2016 (
EV/LTM Revenue
) and a range of 3.0x to 4.0x Imprivatas enterprise
value over forward twelve months revenue as of June 30, 2016 of $160 million derived from the Company Projections (
EV/FTM Revenue
) and applied such ranges to the Company Projections to calculate ranges of implied prices
per share of Imprivata. The selected precedent transaction analysis yielded implied valuation ranges for shares of Imprivata common stock of $18.00 to $22.22 using EV/LTM Revenue and $18.66 to $23.80 using EV/FTM Revenue.
Discounted Cash Flow Analysis
The following disclosure supplements and restates the fourth full paragraph on page 47 of the Definitive Proxy Statement.
To calculate the estimated enterprise value of Imprivata using the discounted cash flow method, Barclays added (a) Imprivatas projected after-tax
unlevered free cash flows for the second half of fiscal year 2016 through fiscal year 2020 based on the Company Projections to (b) the terminal value of Imprivata as of December 31, 2020, and discounted such amount to its
present value using a range of selected discount rates. The after-tax unlevered free cash flows were calculated by taking the tax-affected earnings before interest, tax expense, depreciation and amortization (excluding amortization of purchased
intangibles) and subtracting capital expenditures, capitalized software, stock-based compensation and adjusting for changes in working capital. For the purposes of this analysis, stock-based compensation was treated as a cash expense. Barclays also
calculated the estimated present value of Imprivatas net operating loss (
NOL
) tax benefits by utilizing Imprivatas NOL balance and a 37% tax rate, each as provided by management of Imprivata. The residual value of
Imprivata at the end of the forecast period, or terminal value, was estimated by selecting a range of terminal value multiples based on forward twelve months (
FTM
) earnings before interest, taxes, depreciation,
amortization and stock-based compensation (
EBITDAS
) for the 4.5-fiscal year period ending December 31, 2020 of 9.5x to 13.5x, which was derived by analyzing the results from the selected comparable company analysis and
applying such range to the Company Projections. The range of after-tax discount rates of 11.0% to 15.0% was selected based on an analysis of the weighted average cost of capital of Imprivata and comparable companies in the security software and
healthcare information technology industries
identified above in the Selected Comparable Company Analysis
. Barclays then calculated a range of implied prices per share of Imprivata by
subtracting estimated net debt as of June 30, 2016 from the estimated enterprise value using the discounted cash flow method and dividing such amount by the fully diluted number of shares of Imprivata common stock. Barclays noted that the
discounted cash flow analysis yielded an implied valuation range for the Imprivata common stock of $17.86 to $26.14 per share.
Certain Prospective
Financial Information
Company Projections
The following disclosure supplements and restates the second table on page 51 of the Definitive Proxy Statement.
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(in millions)
CY2016E
|
|
|
CY2017E
|
|
|
CY2018E
|
|
|
CY2019E
|
|
|
CY2020E
|
|
Total Revenue
|
|
$
|
0.2
|
|
|
$
|
(0.6
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(3.5
|
)
|
Gross Profit
|
|
|
0.3
|
|
|
|
(0.6
|
)
|
|
|
(1.9
|
)
|
|
|
(2.5
|
)
|
|
|
(2.8
|
)
|
Total Operating Expenses
|
|
|
0.0
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
|
|
0.1
|
|
Operating Income
|
|
|
0.3
|
|
|
|
(0.6
|
)
|
|
|
(2.0
|
)
|
|
|
(2.6
|
)
|
|
|
(3.0
|
)
|
Adjusted EBITDAS
|
|
|
0.3
|
|
|
|
(0.6
|
)
|
|
|
(2.0
|
)
|
|
|
(2.6
|
)
|
|
|
(3.0
|
)
|
Unlevered Free Cash Flow (6)
|
|
|
(0.1
|
)
|
|
|
(1.5
|
)
|
|
|
(1.9
|
)
|
|
|
(1.8
|
)
|
|
|
(2.1
|
)
|
The following disclosure supplements and restates footnote six on page 52 of the Definitive Proxy Statement.
(6)
|
For use in connection with its financial analyses and opinion to the Board as described above under the heading Opinion of Imprivatas Financial Advisor, Barclays derived Unlevered Free Cash
Flow based on the Company Projections. Unlevered Free Cash Flows was derived by starting with Adjusted EBITDAS and subtracting taxes
(excluding NOL tax benefits, which were calculated
separately)
, stock-based compensation, investment in working capital, capital expenditures and capitalized software
, as shown in the table below
. Unlevered Free Cash Flow
shown
in the table above
was reviewed by and approved by the Board
and subsequently updated following the updates to the April 7, 2016 Preliminary Company Projections made by Company
management on May 27, 2016 and July 11, 2016
.
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(in
millions)
CY2016E
|
|
|
CY2017E
|
|
|
CY2018E
|
|
|
CY2019E
|
|
|
CY2020E
|
|
Adjusted EBITDAS
|
|
$
|
(7.7)
|
|
|
$
|
5.9
|
|
|
$
|
24.9
|
|
|
$
|
44.0
|
|
|
$
|
63.4
|
|
Less: Taxes (7)
|
|
|
(0.6)
|
|
|
|
(0.2)
|
|
|
|
(5.3)
|
|
|
|
(12.2)
|
|
|
|
(19.3)
|
|
Less: Stock-Based
Compensation
|
|
|
(4.8)
|
|
|
|
(5.0)
|
|
|
|
(5.3)
|
|
|
|
(5.5)
|
|
|
|
(5.7)
|
|
Less: Capex
|
|
|
(4.5)
|
|
|
|
(3.0)
|
|
|
|
(3.0)
|
|
|
|
(3.0)
|
|
|
|
(3.0)
|
|
Less: Capitalized Software
|
|
|
(2.7)
|
|
|
|
(2.0)
|
|
|
|
(2.0)
|
|
|
|
(2.0)
|
|
|
|
(2.0)
|
|
Plus: Change in Working
Capital
|
|
|
7.2
|
|
|
|
5.5
|
|
|
|
8.5
|
|
|
|
14.0
|
|
|
|
16.2
|
|
Unlevered Free Cash Flow
|
|
|
(13.0)
|
|
|
|
1.2
|
|
|
|
17.8
|
|
|
|
35.3
|
|
|
|
49.5
|
|
(7)
|
Taxes, as used in this table, excludes NOL tax benefits, which were calculated separately.
|
The following disclosure is inserted immediately prior to APPRAISAL RIGHTS on page 80 of the Definitive Proxy Statement.
LITIGATION RELATED TO THE MERGER
On August 24, 2016, two putative class action lawsuits were filed in the Delaware Court of Chancery by
two purported stockholders of Imprivata, Inc. against the members of the Board of Directors, Thoma Bravo, LLC, Project Brady Merger Sub, Inc., and Project Brady Holdings, LLC, captioned
Kenneth Brooks v. Thoma Bravo, LLC, et al.
, C.A. No.
12682-CB, and
Leonard Coyer v. Thoma Bravo, LLC, et al.
, C.A. No. 12684-CB. Both complaints allege that the members of the Board of Directors breached their fiduciary duties to the Companys stockholders in connection with the proposed
merger, and that Thoma Bravo, LLC, Project Brady Merger Sub, Inc., and Project Brady Holdings, LLC aided and abetted those alleged breaches. Both of the complaints seek, among other things, equitable relief to enjoin the consummation of the merger,
rescission of the merger or rescissory damages, compensatory damages, and attorneys fees and costs. The Board of Directors, Thoma Bravo, LLC, Project Brady Merger Sub, Inc., and Project Brady Holdings, LLC believe that the claims asserted
against them are without merit and intend to vigorously defend against these lawsuits.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read and copy these reports, proxy statements and other information at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website, located at www.sec.gov, that contains reports, proxy statements and other information regarding us and other registrants that file electronically
with the SEC.
If you have any questions about the Definitive Proxy Statement or these definitive additional materials, the stockholders meeting or the
acquisition by Thoma Bravo after reading the Definitive Proxy Statement and these definitive additional materials, or if you would like additional copies of the Definitive Proxy Statement or these definitive additional materials, please contact our
proxy solicitor at:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New
York, New York 10022
Stockholders may call toll free: (888) 750-5834
Banks and Brokers may call collect (212) 750-5833.
These definitive additional materials contain references to the availability of certain information from our website, www.imprivata.com. By making such
references, we do not incorporate into this document the information included on our website.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
These definitive additional materials and the Definitive Proxy Statement contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Forward-looking statements represent
Imprivatas expectations or beliefs concerning future events or our future financial performance. We generally identify forward-looking statements by terminology such as may, will, should,
expects, plans, anticipates, could, intends, target, projects, projections, contemplates, believes, estimates,
predicts, potential or continue or the negative of these terms or other similar words. These statements are only predictions. We have based these forward-looking statements largely on our current expectations and
projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties
and other factors, including, without limitation:
|
|
|
the possibility that all of the closing conditions to the consummation of the merger will not be satisfied and the merger will not be completed;
|
|
|
|
the possibility that Imprivata stockholders will not provide sufficient votes to adopt the merger agreement under applicable law and the merger agreement;
|
|
|
|
the failure by Parent to consummate the necessary equity financing set forth in the commitment entered into in connection with the merger;
|
|
|
|
the inability to obtain regulatory approvals required for the merger or the imposition of burdensome conditions in connection with such approvals;
|
|
|
|
the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;
|
|
|
|
the impact of the announcement of the merger on Imprivatas operating results and relationships with its employees, partners and customers;
|
|
|
|
the impact of the pending merger on Imprivatas strategic plans and operations and Imprivatas ability to respond effectively to competitive pressures, industry developments and future opportunities;
|
|
|
|
Imprivatas performance, the marketplace for its products and services, industry performance, general business and economic conditions, vendor requirements, competition, Imprivatas ability to successfully
manage costs in the future, and adverse changes in applicable laws, regulations or rules; and
|
|
|
|
other risks and uncertainties detailed in Imprivatas filings with the Securities and Exchange Commission, or
SEC
, including our final prospectus related to our initial public offering filed
pursuant to Rule 424(b) under the Securities Act with the SEC on June 25, 2014, our Annual Report on Form 10-K for the year ended December 31, 2015 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016.
See Where You Can Find More Information on page 88 of the Definitive Proxy Statement.
|
You should not place undue reliance
on forward-looking statements. We cannot guarantee any future results, levels of activity, performance or achievements. The statements made in these definitive additional materials are based on the information available to us as of the date of these
definitive additional materials, and you should not assume that the statements made in these definitive additional materials remain accurate as of any future date. Moreover, except as required by law, we assume no obligation to update
forward-looking statements or update the reasons actual results could differ materially from those anticipated in forward-looking statements.
THESE
DEFINITIVE ADDITIONAL MATERIALS DO NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED IN THESE DEFINITIVE ADDITIONAL MATERIALS AND THE DEFINITIVE PROXY STATEMENT TO VOTE YOUR SHARES AT THE STOCKHOLDERS MEETING. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THESE
DEFINITIVE ADDITIONAL MATERIALS OR THE DEFINITIVE PROXY STATEMENT. THESE DEFINITIVE ADDITIONAL MATERIALS ARE DATED SEPTEMBER 1, 2016. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THESE DEFINITIVE ADDITIONAL MATERIALS IS ACCURATE AS OF ANY
DATE OTHER THAN THAT DATE.