Check the appropriate box: | |||
☒ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
☐ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Material |
☐ | | | Soliciting Material under Rule 14a-12 |
☐ | | | No fee required. | |||
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☒ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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| | (1) | | | Title of each class of securities to which transaction applies: | |
| | | | common stock, par value $1.00 per share, of Independence Holding Company (“Common Stock”) | ||
| | (2) | | | Aggregate number of securities to which transaction applies: | |
| | | | As of the close of business on November 19, 2021, the maximum number of shares of Common Stock to which this transaction applies is estimated to be 6,218,490, which consists of: (a) 5,539,610 shares of Common Stock outstanding; (b) 659,080 shares of Common Stock issuable pursuant to outstanding stock options; (c) 19,800 shares of Common Stock underlying restricted stock units; and (d) 53,900 shares of Common Stock underlying stock appreciation rights. | ||
| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| | | | In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee of $31,009.72 was determined by multiplying 0.0000927 by the maximum aggregate value of the transaction of $334,516,933. The maximum aggregate value of the transaction was determined based upon the sum of (a) 5,539,610 shares of Common Stock multiplied by $57.00 per share, (b) stock options to purchase 659,080 shares of Common Stock multiplied by $24.35 per share (which is the difference between $57.00 and the weighted average exercise price of $32.65 for such shares), (c) 19,800 shares of Common Stock underlying restricted stock units multiplied by $57.00 per share and (d) 53,900 shares of Common Stock underlying stock appreciation rights to be settled in connection with the transaction multiplied by $29.35 per share (which is the difference between $57.00 and the weighted average strike price of $27.65 for such stock appreciation rights). | ||
| | (4) | | | Proposed maximum aggregate value of transaction: | |
| | | | $334,516,933 | ||
| | (5) | | | Total fee paid: | |
| | | | $31,009.72 | ||
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☐ | | | Fee paid previously with preliminary materials. | |||
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☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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| | (1) | | | Amount Previously Paid: | |
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| | (2) | | | Form, Schedule or Registration Statement No.: | |
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| | (3) | | | Filing Party: | |
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| | (4) | | | Date Filed: | |
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