Item 4.
Terms of the Transaction
(a)
Material Terms. The information set forth in the sections captioned “The U.S. Offer — Terms and Conditions of the U.S. Offer,” “The U.S. Offer — Procedures for Accepting the U.S. Offer and Tendering Securities,” “The U.S. Offer — Withdrawal Rights,” “The U.S. Offer — Acceptance for Payment and Payment for Securities,” “The U.S. Offer — Extension of the U.S. Offer,” and “The U.S. Offer — U.S. Federal Income Tax Considerations” of the U.S. Offer to Purchase is incorporated herein by reference.
(b)
Purchases. The information set forth in the sections captioned “The U.S. Offer — Interests of Directors and Executive Officers of the Company,” “The U.S. Offer — Agreements Involving the Company’s Securities,” “Letter of the Board,” and “General Information” of the U.S. Offer to Purchase is incorporated herein by reference.
Item 5.
Past Contacts, Transactions, Negotiations and Agreements
(e)
Agreements Involving the Subject Company’s Securities. The information set forth in the sections captioned “The U.S. Offer — Interests of Directors and Executive Officers of the Company,” “The U.S. Offer — Agreements Involving the Company’s Securities,” “Letter of the Board,” and “General Information” of the U.S. Offer to Purchase is incorporated herein by reference.
Item 6.
Purposes of the Transaction and Plans or Proposals
(a)
Purposes. The information set forth in the section captioned “The U.S. Offer — Purpose of the U.S. Offer” of the U.S. Offer to Purchase is incorporated herein by reference.
(b)
Use of Securities Acquired. The information set forth in the section captioned “The U.S. Offer — Acceptance for Payment and Payment for Securities — Use of Securities Acquired” of the U.S. Offer to Purchase is incorporated herein by reference.
(c)
Plans. The information set forth in the section captioned “The U.S. Offer — Plans or Proposals of the Company” of the U.S. Offer to Purchase is incorporated herein by reference.
Item 7.
Source and Amount of Funds or Other Consideration
(a)
Source of Funds. The information set forth in the section captioned “The U.S. Offer — Source and Amount of Funds” of the U.S. Offer to Purchase is incorporated herein by reference.
(b)
Conditions. The information set forth in the section captioned “The U.S. Offer — Source and Amount of Funds” of the U.S. Offer to Purchase is incorporated herein by reference.
(d)
Borrowed Funds. Not applicable.
Item 8.
Interest in Securities of the Subject Company
(a)
Securities Ownership. The information set forth in the sections captioned “The U.S. Offer — Interests of Directors and Executive Officers of the Company,” “The U.S. Offer — Agreements Involving the Company’s Securities,” “Letter of the Board,” and “General Information” of the U.S. Offer to Purchase is incorporated herein by reference.
(b)
Securities Transactions. The information set forth in the sections captioned “The U.S. Offer — Interests of Directors and Executive Officers of the Company,” “The U.S. Offer — Agreements Involving the Company’s Securities,” “Letter of the Board,” and “General Information” of the U.S. Offer to Purchase is incorporated herein by reference.
Item 9.
Persons/Assets, Retained, Employed, Compensated or Used
(a)
Solicitations or Recommendations. The information set forth in the section captioned “The U.S. Offer — Parties Engaged in Solicitations or Recommendations” of the U.S. Offer to Purchase is incorporated herein by reference.