This excerpt taken from the EPIC 8-K filed Apr 22, 2008.
22. Subsequent event
On 13 December 2007, the board of the Company announced that it was in discussions which could lead to a recommended cash offer being made for the Company. On 17 December 2007, the boards of the Company and Epicor Software Corporation (Epicor) announced that they had reached agreement on the terms of a recommended acquisition of the Company by Epicor whereby shareholders of the Company would receive 38.0 pence in cash per ordinary share. The transaction was to be effected by means of a scheme of arrangement under section 425 of the Companies Act. The terms of the proposal valued the entire issued ordinary share capital of the Company (fully diluted for the exchange of all Exchangeable Shares and the exercise of all in-the-money options under the NSB Share Incentive Schemes) at approximately £160.1 million ($320 million).
Leading up to and as a result of the transaction, the Company incurred advisory and other costs associated with the transaction. Costs incurred during 2007 amounting to $1,710,000 are included in the Consolidated Income Statement under the heading Operating expenses.
On 7 February 2008, the boards of Epicor and the Company announced that the scheme of arrangement to effect the recommended cash acquisition of the Company by Epicor had on that date become effective. As a result, the listing of the Companys shares was cancelled.
As a result of the Scheme of arrangement becoming effective, in-the-money options and Awards vested and were exercised. As a result of the accelerated vesting, share-based payment expense of $931,000 was incurred subsequent to year end. Also subsequent to year end, the Company incurred costs of approximately $4,763,000 which were contingent upon the Scheme of arrangement becoming effective. These costs include contingent advisory fees as well as bonus payments to employees.