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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) |
On May 1, 2013, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Exchange Parent Corp., a Delaware corporation ("Parent"), and Exchange Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger"), and all of the outstanding shares of the Issuer's Common Stock (other than shares (i) held by the Issuer as treasury stock, (ii) owned by Parent, Merger Sub or any subsidiary of the Issuer, and the Rollover Shares (as defined below) or (iii) held by stockholders who have demanded appraisal for such shares in accordance with Delaware law), will convert into the right to receive $20.00 per share in cash, without interest. |
| (2) |
In connection with the Merger Agreement, Mr. Robin Raina, the Issuer's Chief Executive Officer, and the Robin Raina Foundation (collectively, the "Raina Investors") entered into an Investment Letter Agreement dated May 1, 2013 (the "Investment Letter Agreement") with Parent pursuant to which, on the terms and subject to the conditions set forth therein, the Raina Investors will invest proceeds received by them in the Merger in Parent's immediate parent, an offshore partnership to be created prior to the closing of the transactions contemplated by the Merger Agreement ("Parent Holdco"), or Parent, in exchange for a capital interest in Parent Holdco or Parent. |
| (3) |
In connection with the Merger Agreement, the Reporting entered into a Rollover Letter Agreement dated May 1, 2013 (the "Rollover Agreement") pursuant to which the Reporting Person will exchange, at the effective time of the Merger, 3,000,000 shares of Issuer Common Stock it holds (the "Rollover Shares") for a capital interest in Parent Holdco or Parent (the "Rollover"). The Raina Investors and the Reporting Person (together, the "Rollover Stockholders") collectively currently own approximately 19% of the Issuer's outstanding shares. After the Merger is completed, Mr. Raina will indirectly retain an ownership interest of approximately 29% of the Issuer, and the Reporting Person will indirectly retain an ownership interest of approximately 15% of the Issuer. |
| (4) |
Also in connection with the Merger, each of the Rollover Stockholders entered into a voting agreement dated May 1, 2013 with Parent (collectively, the "Voting Agreements") pursuant to which the Rollover Stockholders agreed, among other things, to: (1) vote all shares of Common Stock that are either currently owned or will be owned by such persons ("Voting Agreement Shares") in favor of the Merger and against any alternative business combination transaction, and (2) grant an irrevocable proxy in favor of Parent to vote and exercise all voting rights with respect to the matters described above. The Voting Agreements also contain restrictions on the ability of the Rollover Stockholders to transfer their shares of Common Stock during the term of the Voting Agreements. The Voting Agreements terminate upon termination of the Merger Agreement. |
| (5) |
As a result of the Merger Agreement, the Rollover Agreement, the Investment Letter Agreement and the Voting Agreements, the Reporting Person may be deemed to beneficially own more than 10% of the outstanding shares of Common Stock of the Issuer (by reason of being a member of a "group" within the meaning of Section 13(d) of the Securities Exchange Act if 1934, as amended (the "Act")). This Form 3 shall not be deemed an admission that the Reporting Person is a beneficial owner of any shares of Common Stock for any purpose, other than the securities reported in Table I of this Form 3. |