After the Merger is completed, you will have the right to receive the Merger Consideration in respect of
each share of EMCORE common stock that you own (subject to certain exceptions set forth in the Merger Agreement) immediately prior to the effective time of the Merger, without interest and subject to any required tax withholding, but you will no
longer have any rights as an EMCORE shareholder.
To the extent the Hale Capital Warrant is not exercised in connection with the Merger and the other
transactions contemplated by the Merger Agreement, subject to and in accordance with the Hale Capital Warrant, immediately prior to and substantially concurrent with the effective time of the Merger, EMCORE will assign and Parent or the Surviving
Corporation will assume, the rights and obligations under the Hale Capital Warrant, and Parent and the Surviving Corporation will perform, satisfy, and discharge when due, the obligations of EMCORE under the Hale Capital Warrant.
EMCORE Equity Plans
Prior to the effective time
of the Merger, the Board of Directors or, if appropriate, any committee thereof, will adopt appropriate resolutions and take other actions as are necessary or advisable to effect the termination of all Company Equity Plans, effective as of the
effective time of the Merger, consistent with the terms of the Merger Agreement. Following the effective time of the Merger, no stock options, restricted stock unit awards (whether subject to time-based vesting restrictions and/or performance
vesting conditions), other equity interests, or other right that was outstanding immediately prior to the effective time of the Merger will remain outstanding and each former holder of the foregoing will cease to have any rights with respect
thereto, except the right to receive such amounts set forth in the Merger Agreement, without interest and less all applicable taxes.
Background of the Merger
The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement,
including EMCOREs identification and evaluation of strategic alternatives and the negotiation of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board of Directors, the representatives
of each party to the Merger Agreement, their respective advisors, or any other persons.
The Board of Directors, acting independently and with the
advice of EMCOREs management team, and in the ordinary course of business, reviews and assesses the operations, financial performance, liquidity, future growth prospects, market perception, and industry conditions of EMCORE in light of the
totality of the circumstances, including current and anticipated business and industry trends, regulatory conditions, future growth prospects, the current and expected financing environment, and overall strategic direction of each business segment,
in each case, with the goal of maximizing short-term and long-term value for its shareholders.
From time to time, the Board of Directors and
EMCOREs management team have evaluated and considered a variety of potential financial and strategic options to enhance business performance and shareholder value in light of industry developments and changing economic and market conditions.
The evaluations have included, among other matters, the consideration, from time to time, of various potential opportunities for business combinations, various equity and debt financing transactions, the sale of certain assets, the divestiture
and/or wind-down of certain business segments, including the broadband (Broadband) business segment, dissolution and liquidation of EMCORE, and other financial and strategic alternatives, as compared to the benefits and risks of
continued operation as a standalone, publicly traded company, as well as ongoing analysis of EMCOREs business segments, both on an individual and collective basis and with a focus on both actual performance and market perception.
Additionally, in December 2013, the Board of Directors formed the Strategy and Alternatives Committee (the Strategy Committee) to assist the Board
of Directors review of potential strategic alternatives at that time. Since its formation, the Strategy Committee continued to review strategic alternatives, which also included potential acquisitions and divestitures of assets, business
lines, and companies by EMCORE.
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