This excerpt taken from the SORC 8-K filed May 16, 2007.
Under the terms of the Purchase Agreement, Source would acquire 100% of the outstanding capital stock of PEM from Consumer for $ 1,177.9 million in cash, subject to adjustment for changes in working capital. The parties anticipate the closing of the transaction contemplated by the Purchase Agreement (the Transaction) will occur in mid-summer 2007.
Source and Consumer have made customary representations, warranties and covenants in the Purchase Agreement. Source and Consumer have agreed to make an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended.
Consummation of the Transaction is subject to various conditions, including, among other things, the expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
A copy of the Purchase Agreement is included herein as Exhibit 2.6 and is incorporated herein by reference. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement.