transaction statement
ITEM 15.ADDITIONAL INFORMATION
Item 15 is hereby amended and supplemented as follows:
(c) Other Material Information
On September 23, 2021, the Company held a special meeting of members (the “Special Meeting”) for the purpose of voting on a proposal to authorize and adopt a Merger Agreement and Plan of Merger dated March 24, 2021 (collectively, the “Merger Agreement and Plan of Merger”). Pursuant to the Merger Agreement and Plan of Merger, GFE, which owns approximately 50.7% of the Company, would acquire the minority ownership interest of the Company for $14 million, and the Company would become a wholly owned subsidiary of GFE. Minority ownership interest unitholders would receive $0.36405 per unit in consideration for the Merger. Votes were solicited in person and by proxy.
Of the Company’s 77,896,119 membership units issued, outstanding and entitled to vote at the Special Meeting, 61,946,086 membership units, or 79.5% of the total membership units, were present either in person or by proxy. As a result, a quorum was present to conduct business at the Special Meeting.
Pursuant to the Minnesota Revised Uniform Limited Liability Company Act set forth in Chapter 322C of the Minnesota Statutes and the Company’s member control agreement, the Merger proposal required the approval of the majority in interest of the Company’s members. As of the record date for the special meeting, there were 77,932,107 units of the Company issued and outstanding. Pursuant to the Company’s member control agreement, only members may vote at the Special Meeting. In order to be considered a member, a unitholder must hold a minimum of 2,500 units. As of the record date for the Special Meeting, there were 67 non-member unitholders who owned an aggregate of 35,988 units. Therefore, the total number of outstanding units held by voting members as of the record date for the Special Meeting was 77,896,119 units. Accordingly, the affirmative vote of 38,948,060 member units were required to authorize and adopt the Merger Agreement and Plan of Merger. A total of 58,939,097 membership units, including units controlled by GFE, were voted for Merger proposal. As a result, the Merger was approved by a majority in interest of the Company’s members.
Additionally, pursuant to the Merger Agreement, the Merger must be approved by a majority of the minority ownership interest. As of the record date for the Special Meeting, the minority ownership interest comprised 38,456,283 units. A majority of the minority ownership interest is 19,228,142 units. A total of 19,463,273 membership units held by the minority ownership interest were voted for the proposal to authorize and adopt the Merger Agreement and Plan of Merger. As a result, the Merger was approved by a majority of the minority ownership interest.
The final voting results of the proposal for the adoption of the Merger Agreement and the transaction contemplated thereby are set forth in the following table.
| | |
Votes For | Votes Against | Votes Withheld/Abstaining |
58,939,097 | 3,006,989 | 15,950,033 |
On September 29, 2021, the Company and Merger Sub filed Articles of Merger with the Minnesota Secretary of State. Pursuant to the Merger Agreement and Plan of Merger, GFE has transferred $14 million (the “Merger Consideration”) to an exchange agent, which will hold the Merger Consideration in trust to be distributed pro-rata to unitholders of the Company’s minority ownership interest. The Company is the surviving entity of the Merger. Upon completion of the Merger, 100% of the membership interest in Merger Sub was converted into and became 100% of the membership interest in the Company, as the surviving entity in the Merger. As a result of the Merger, the Company is wholly owned subsidiary of GFE.
Pursuant to General Instructions F and G to Schedule 13E-3, the definitive proxy statement of the Company relating to this Special Meeting filed on August 19, 2021, including all appendices and exhibits thereto (the “Proxy Statement”), is expressly incorporated by reference herein in its entirety. All descriptions of the Merger, the Merger Agreement, and the Plan of Merger are qualified in their entirety by the text of the Proxy Statement.
