NOVEL DENIM HOLDINGS LTD

listed = True...sign any specific weights to the factors below, and individual directors may have given differing weights to different factors. Factors considered included: • Current and Historical Market Prices and Trading Volumes of the Ordinary Shares. The Ordinary Shares are quoted on the NASDAQ SmallCap Market, but are thinly traded. During the 12 months prior to the public announcement of the proposed Transaction, the average trading volume was approximately 5,300 shares per day, with less than 1,000 shares trading on 21% of those days. During the 36 months prior to the public announcement of the proposed Transaction, the average trading volu...

listed = True...sign any specific weights to the factors below, and individual directors may have given differing weights to different factors. Factors considered included: • Current and Historical Market Prices and Trading Volumes of the Ordinary Shares. The Ordinary Shares are quoted on the NASDAQ SmallCap Market, but are thinly traded. During the 12 months prior to the public announcement of the proposed Transaction, the average trading volume was approximately 5,300 shares per day, with less than 1,000 shares trading on 21% of those days. During the 36 months prior to the public announcement of the proposed Transaction, the average trading 30 T...

listed = True...sign any specific weights to the factors below, and individual directors may have given differing weights to different factors. Factors considered included: • Current and Historical Market Prices and Trading Volumes of the Ordinary Shares. The Ordinary Shares are quoted on the NASDAQ SmallCap Market, but are thinly traded. During the 12 months prior to the public announcement of the proposed Transaction, the average trading volume was approximately 5,300 shares per day, with less than 1,000 shares trading on 21% of those days. During the 36 months prior to the public announcement of the proposed Transaction, the average trading 30 T...

mechanism = FIXED...erests of Novel Denim’s minority members. In assessing the independence of the members of the Special Committee, the Board noted that the independent directors own 8,500 Ordinary Shares and 24,000 options (but no vested options that would be in-the-money at a purchase price of $1.20 per share) in the aggregate, 7 Table of Contents which will be converted into the right to receive cash consideration upon consummation of the Transaction on the same basis as for other holders of Ordinary Shares and options. • The Special Committee retained its own independent financial advisor and legal counsel. • Novel Denim retained its own le...

mechanism = FIXED...ts of Novel Denim’s unaffiliated members. In assessing the independence of the members of the Special Committee, the Board noted that the independent directors own 8,500 Ordinary Shares and 24,000 options (but no vested options that would be in-the-money at a purchase price of $1.20 per share) in the aggregate, which will be converted into the right to receive cash consideration upon consummation of the Transaction on the same basis as for other holders of Ordinary Shares and options. • The Special Committee retained its own independent financial advisor and legal counsel. • The Transaction was approved unanimously by all of...

mechanism = FIXED...ts of Novel Denim’s unaffiliated members. In assessing the independence of the members of the Special Committee, the Board noted that the independent directors own 8,500 Ordinary Shares and 24,000 options (but no vested options that would be in-the-money at a purchase price of $1.20 per share) in the aggregate, which will be converted into the right to receive cash consideration upon consummation of the Transaction on the same basis as for other holders of Ordinary Shares and options. • The Special Committee retained its own independent financial advisor and legal counsel. • The Transaction was approved unanimously by all of...

price = USD 0.95-1.2...e negotiated at arms-length with Novel Denim and thoroughly deliberated regarding the proposed Transaction, with the result that the payment to Novel Denim’s holders was increased from $0.95 to $1.20 per share. • The Transaction is being effected in accordance with all applicable requirements of British Virgin Islands law and Novel Denim’s Amended and Restated Memorandum and Articles of Association. • The Merger Agreement imp...

price = USD 0.95-1.2...e negotiated at arms-length with Novel Denim and thoroughly deliberated regarding the proposed Transaction, with the result that the payment to Novel Denim’s holders was increased from $0.95 to $1.20 per share. • The Transaction is being effected in accordance with all applicable requirements of British Virgin Islands law and Novel Denim’s Amended and Restated Memorandum and Articles of Association. • The Merger Agreement imp...

price = USD 0.95-1.2...e negotiated at arms-length with Novel Denim and thoroughly deliberated regarding the proposed Transaction, with the result that the payment to Novel Denim’s holders was increased from $0.95 to $1.20 per share. • The Transaction is being effected in accordance with all applicable requirements of British Virgin Islands law and Novel Denim’s Amended and Restated Memorandum and Articles of Association. • The Merger Agreement imp...

txn_type = CONSOLIDATION...Management reviewed with the Board its preliminary research regarding strategic alternatives and going private transactions. In particular, management focused on certain recent precedent transactions in which similarly situated public companies had utilized a reverse stock split (and cash-out of fractional shares) transaction to reduce the number of shareholders of record to a level that would enable the subject company to delist and deregister its securities. At the same time, management and the Board considered the possibility of a reverse stock split or other significant transaction pursuant to which all of t...

txn_type = CONSOLIDATION...Management reviewed with the Board its preliminary research regarding strategic alternatives and going private transactions. In particular, management focused on certain recent precedent transactions in which similarly situated public companies had utilized a reverse stock split (and cash-out of fractional shares) transaction to reduce the number of shareholders of record to a level that would enable the subject company to delist and deregister its securities. At the same time, management and the Board considered the possibility of a reverse stock split or other significant transaction pursuant to which all of t...

txn_type = CONSOLIDATION...Management reviewed with the Board its preliminary research regarding strategic alternatives and going private transactions. In particular, management focused on certain recent precedent transactions in which similarly situated public companies had utilized a reverse stock split (and cash-out of fractional shares) transaction to reduce the number of shareholders of record to a level that would enable the subject company to delist and deregister its securities. At the same time, management and the Board considered the possibility of a reverse stock split or other significant transaction pursuant to which all of t...