1. Tender Offer Agent Processing Steps American Bar Association Mergers and Acquisitions Committee Meeting
January 26 & 27, 2018

2. Index Tender Offer/Mailing Process Pages 3 - 4
Tender Offer/Tendering of Shares Process Pages 5 - 6
Tender Offer/Payment Process Pages 7 - 8
Contact Information Page 9

3. Tender Offer/Mailing Process
Record Holders
Information Agent will distribute ancillary document package directly to record shareholders on the launch date of the Tender Offer
Beneficial Holders
Information Agent will reach out to banks/brokers to obtain the number of sets of material packages each broker will need
Information Agent works with printer to create appropriate number of documents and arrange delivery of the material to banks/brokers on behalf of beneficial owner accounts
Upon receipt of materials, brokers will inform their beneficial owner accounts in one of three means:
Forward actual ancillary material to beneficial owners (least common means)
Deal terms inserted into customized broker mailing to beneficial owners
Deal terms inserted into an electronic transmission to beneficial owners ( )

4. Tender Offer/Mailing Process

5. Tender Offer/Tendering of Shares
Record Holders
Record holders complete a Letter of Transmittal (LT) and submit it along with their stock certificate to Depositary handling the tender offer
For book-entry accounts on the transfer agent share registry, holders will complete an LT and submit it to the Depositary without a stock certificate
Beneficial Holders
Beneficial holders will respond directly to their bank/broker with their tender instructions; these holders do not go directly to the Depositary
Brokers will aggregate their underlying beneficial holder accounts into one total, that they will submit to the Depositary (no LT submitted)
The shares representing these tenders will be submitted electronically through the DTC Automated Tender Offer Process (ATOP)
Shares tendered via ATOP are part of the Cede & Co. nominee position on the books of the transfer agent (one record account that represents the entire banks/brokers share position)
Depositary transfers these tendered shares into a “contra-cusip” position where they are frozen awaiting acceptance of the offer; brokers can take possession of these tendered shares only by submitting a formal withdrawal to the Depositary

6. Tender Offer/Tendering of Shares

7. Tender Offer/Payment Process
Upon acceptance of the Tender Offer, buyer will fund the Depositary the full merger consideration ie. the cash representing the entire outstanding position of the target company
Depositary will pay shareholders in the following order
Beneficial owners tendering through DTC are paid first; funds representing validly tendered shares are wired to DTC, who then allocates them to the banks/brokers, who then credits their underlying beneficial owner accounts
Payment can be effected on the day of receipt or the next business day, depending on the timing of funding from the buyer
Record shareholders who tendered their shares (certificate/book-entry position is validated) will be paid by check via first class mail
Payment will commence within 1 to 3 days of funding
Beneficial owners delivering shares to cover a notice of guaranteed delivery will be paid upon confirmation of receipt of those shares; payment will be wired to DTC, who will allocate to banks/brokers for payment
Payment can be effected on the day or receipt or the next business day, depending on the timing of funding from the buyer
Since the notice of guarantee period’s end coincides with the merger closing, payment normally included with short form merger proceeds

8. Tender Offer/Payment Process

9. Contact Information
Michael S. Duncan
Vice President, Business Development
Computershare
480 Washington Blvd., 26th Floor
Jersey City, N.J
Phone (201)
Cell (201)