LinkedIns Board of Directors, after considering the factors more fully described in the enclosed proxy statement, has unanimously (1) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement, on and subject to the conditions set forth therein, are fair to, advisable and in the best interests of LinkedIn and its stockholders and (2) adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement in all respects. If the merger is completed, you will be entitled to receive $196.00 in cash, without interest and subject to any applicable withholding taxes, for each share of Class A common stock and Class B common stock, which we refer to collectively as the common stock, that you own (unless you have properly exercised your appraisal rights), which represents a premium of approximately 49.5% over the closing price of LinkedIns Class A common stock on June 10, 2016, the last trading day prior to the public announcement of the merger agreement. We refer to the acquisition of LinkedIn by Microsoft as the merger. At the special meeting, you will also be asked to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by LinkedIn to its named executive officers in connection with the merger. Shoreline Blvd., Mountain View, CA 94043, at, Pacific time.Īt the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of June 11, 2016, as it may be amended from time to time, which we refer to as the merger agreement, by and among LinkedIn, Microsoft Corporation, which we refer to as Microsoft, and Liberty Merger Sub Inc. You are cordially invited to attend a special meeting of stockholders, which we refer to as the special meeting, of LinkedIn Corporation to be held on, 2016, at the Computer History Museum, 1401 N. PRELIMINARY PROXY STATEMENTSUBJECT TO COMPLETION Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.įorm, Schedule or Registration Statement No.: Proposed maximum aggregate value of transaction:įee paid previously with preliminary materials.Ĭheck 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. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.0001007. The maximum aggregate value was determined based upon the sum of: (1) 134,714,008 shares of common stock multiplied by $196.00 per share (2) stock options to purchase 1,808,100 shares of common stock with an exercise price per share below $196.00 multiplied by $134.69 per share (the difference between $196.00 and the weighted average exercise price of $61.31 per share) and (3) 7,559,462 shares of common stock underlying restricted stock units multiplied by $196.00 per share. 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): Title of each class of securities to which transaction applies:Ĭlass A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, of LinkedIn Corporation (together, common stock)Īggregate number of securities to which transaction applies:Īs of June 15, 2016, there were outstanding: (1) 134,714,008 shares of common stock (2) 1,808,100 shares of common stock issuable upon the exercise of stock options with an exercise price below $196.00 and (3) 7,559,462 shares of common stock underlying restricted stock units. Payment of Filing Fee (Check the appropriate box):įee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) ![]() (Name of Registrant as Specified In Its Charter) )įiled by a Party other than the Registrant oĬonfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) The Securities Exchange Act of 1934 (Amendment No. Proxy Statement Pursuant to Section 14(a) of
0 Comments
Leave a Reply. |