American stockholders were given the option to receive either 0.9218 shares of Investors common stock, $12.50 in cash, or a combination of Investors common stock and cash for each American common share owned, subject to proration to ensure that in the aggregate 65% of the American shares will be converted into Investors common stock.
In accordance with the terms of the Agreement and Plan of Merger, and based upon the election results and allocation procedures, American stockholders who made a stock election for all or a portion of their shares of American common stock will receive 0.9218 shares of Investors common stock for each of their stock election shares.
Since the cash merger consideration was oversubscribed, American stockholders who made a cash election for all or a portion of their shares of American common stock will receive the cash consideration of $12.50 per share for approximately 39% of their cash election shares and will receive 0.9218 shares of Investors common stock per share for approximately 61% of their cash election shares. American stockholders who did not make a valid election prior to 5:00 p.m. on May 18, 2009 will receive 0.9218 shares of Investors common stock for each of their shares of American common stock, upon completion of a letter of transmittal being mailed to them.
In lieu of such fractional shares, Investors will pay to each former holder of American common stock an amount in cash without interest, equal to the product of (i) the fraction of a share to which such holder would otherwise have been entitled and (ii) the average of the daily closing sales prices of a share of Investors common stock as reported on Nasdaq for the five consecutive trading days immediately preceding the closing date.
