Item 8.01 Other Events.
On
MVC believes that the claims asserted in the Bittaglia, Stourbridge, Ciccotelli, and Bexil complaints are without merit and no supplemental disclosure is required under applicable law. However, in order to avoid the risk of adverse effect or delay in connection with the Merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, MVC has revised the Proxy Statement as described in this Current Report on Form 8-K to address claims asserted in the Bittaglia, Stourbridge, Ciccotelli, and Bexil complaints and has determined to further voluntarily supplement the Proxy Statement. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, MVC specifically denies all allegations in the Bittaglia, Stourbridge, Ciccotelli, and Bexil complaints that any additional disclosure was or is required.
The MVC Board continues to unanimously recommend that you vote "FOR" the proposal to approve and adopt the Merger Agreement and "FOR" the proposal to approve one or more adjournments of the shareholders meeting, if necessary or advisable, to permit further solicitation of proxies in favor of the proposal to approve and adopt the Merger Agreement.
The following disclosures supplement the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement, which should be read in its entirety. To the extent that the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined below, have the meanings set forth in the Proxy Statement.
The following disclosure supplements the subsection captioned "MVC Financial Analyses - Selected Companies Analysis" beginning on page 80 of the Proxy Statement.
The low and high stock NAV per share multiples of the selected companies in the selected companies analysis of MVC were 0.30x and 1.05x, respectively. The low and high dividend yields of the selected companies (excluding the impact of dividend yields for two selected companies which were considered not meaningful because the dividend yields were greater than 25%) were 7.8% and 22.8%, respectively.
The following disclosure supplements the subsection captioned "MVC Financial Analyses - Selected Precedent M&A Transactions Analysis" beginning on page 81 of the Proxy Statement.
The low and high stock NAV multiples of the selected transactions in the selected precedent M&A transactions analysis of MVC were 0.48x and 1.08x, respectively. -------------------------------------------------------------------------------- The following disclosure is added after the second sentence of the paragraph in the subsection captioned "MVC Financial Analyses - Dividend Discount Analysis" beginning on page 81 of the Proxy Statement.
The range of discount rates of 14.5% to 16.5% used in this analysis was selected taking into account a capital asset pricing model implied cost of equity calculation.
The following disclosure supplements the subsection captioned "MVC Financial Analyses - Premiums Paid Analysis" beginning on page 82 of the Proxy Statement.
The low one-day, one-week and one-month premiums paid in the selected acquisitions in the premiums paid analysis of MVC were 0.5%, 0.6% and 5.2%, respectively. The high one-day, one-week and one-month premiums paid in the selected acquisitions were 90.4%, 73.8% and 83.2%, respectively.
The following disclosure supplements the subsection captioned "Barings BDC Financial Analyses - Selected Public Companies Comparable Data" beginning on page 82 of the Proxy Statement.
The low and high stock NAV per share multiples of the selected companies were 0.44x and 1.31x, respectively. The low and high dividend yields of the selected companies (excluding the impact of the dividend yield for one of the selected companies which was considered not meaningful because the dividend yield was greater than 25%) were 8.8% and 14.3%, respectively.
The following disclosure is added after the second sentence of the paragraph in the subsection captioned "Barings BDC Financial Analyses - Dividend Discount Analysis" beginning on page 83 of the Proxy Statement.
The range of discount rates of 14.0% to 16.0% used in this analysis was selected taking into account a capital asset pricing model implied cost of equity calculation.
The following disclosure amends and supplements the subsection captioned "Miscellaneous" beginning on page 83 of the Proxy Statement by replacing the first paragraph of the subsection with the following:
Miscellaneous. Under the terms of JMP's engagement, MVC has agreed to pay JMP
for its financial advisory services in connection with the Merger an aggregate
fee of
This communication contains "forward-looking statements," which are statements
concerning future events, including, without limitation, forward-looking
statements regarding the completion of the Merger. Such forward-looking
statements may include statements preceded by, followed by or that otherwise
include the words "may," "might," "will," "intend," "should," "could," "can,"
"would," "expect," "believe," "estimate," "anticipate," "predict," "potential,"
"plan" or similar words. Although these statements are based upon assumptions
that Barings BDC and MVC believe to be reasonable based upon available
information, they are subject to risks and uncertainties as a result of a number
of factors, including those described from time to time in filings made by
Barings BDC or MVC with the
Additional Information and Where to Find It
This communication relates to a proposed business combination involving Barings
BDC and MVC, along with related proposals for which stockholder approval is
being sought (collectively, the "Proposals"). In connection with the proposed
Merger, Barings BDC and MVC have filed with the
Participants in the Solicitation
Barings BDC and MVC and their respective directors, executive officers and
certain other members of management and employees of
No Offer or Solicitation
This communication is not, and under no circumstances is it to be construed as,
a prospectus or an advertisement and is not, and under no circumstances is it to
be construed as, an offer to sell or a solicitation of an offer to purchase any
securities in Barings BDC, MVC or in any fund or other investment vehicle. No
offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the
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