This excerpt taken from the APPX 8-K filed Nov 29, 2005.
Under the terms of the agreement, ABI will merge into APP in a tax free transaction. In the merger, APP will issue to the ABI shareholders approximately 86 million additional shares of APP common stock raising the ABI shareholders fully diluted ownership of the combined entity after the merger to approximately 83.5% from 64.4% owned through ABI.
In July 2005, APPs board of directors formed a Special Committee of independent members to evaluate and make recommendations with respect to APPs potential merger with ABI. The Special Committee appointed Goldman, Sachs & Co as its financial advisor and Gibson, Dunn & Crutcher LLP as its legal counsel. Following extensive review, the Special Committee unanimously recommended to the companys full board of directors that the board approve the merger. Morrison & Foerster LLP acted as legal counsel to APP.
The merger agreement has been unanimously approved by the boards of directors of both companies, with Dr. Soon-Shiong recusing himself from the APP vote. The requisite APP stockholder approval of the merger has been obtained pursuant to execution of a stockholder consent by ABI. Stockholders of ABI have agreed to deliver the requisite stockholder approval. In connection with the proposed transaction, APP will file with the SEC and mail to shareholders of APP an information statement describing the merger and related transactions. The merger is expected to close in the first half of 2006, after the final information statement is mailed to APP shareholders. Completion of the merger is subject to other customary closing conditions.
Merrill Lynch & Co. and Lazard Ltd. served as financial advisors and Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal counsel to ABI.