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Midland's 'best and final' offer for 1st Century was $11.22 per share


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Midland's 'best and final' offer for 1st Century was $11.22 per share

'sboard held a meeting Nov. 5, 2015, with certain members of management also inattendance. The board discussed the status of the plan to raise in connection with thefiling of a Form S-1 on Sept. 25, 2015, and the Oct. 20, 2015, Schedule 13Dfiling by certain funds affiliated with Maltese Capital Management LLC that had been encouraging1st Century to review strategic alternatives, including a .

The boarddiscussed various alternatives such as continuing with the $30 million capitalraise, potentially decreasing the size of the offering and potentiallyconducting a market check for a potential sale of 1st Century. The boarddetermined that it was advisable and in the best interests of 1st Century andits stockholders to determine whether there was interest among potential buyersin an acquisition of 1st Century and instructed management to work with SandlerO'Neill & Partners LP to identify potential buyers and to explore thepossibility of a sale of 1st Century.

Over thecourse of the next several weeks, Sandler representatives contacted 15companies that management and Sandler believed could be interested in acquiring1st Century.

By Dec. 16,2015, Sandler had received six preliminary indications of interest, includingan indication of interest from Oklahoma City-based that involved anall-cash bid of $10.75 per share, according to a preliminary proxy statementfiled by Los Angeles-based 1st Century on April 8 containing a background ofthe merger.

The 1stCentury board instructed Sandler to counter Midland's $10.75 per share cashproposal with a price of $12.00 per share, and authorized management to executea non-binding letter of intent granting Midland exclusivity if Midland agreedto the $12.00 per share counter-proposal.

Midland onDec. 22, 2015, presented a revised non-binding indication of interest,providing for an all-cash acquisition at $12.00 per share subject to completionof confirmatory due diligence.

On Feb. 16,Midland communicated through its investment banker Macquarie Capital that itwas lowering its proposed offering price from $12.00 per share to $11.13 pershare.

The 1stCentury board said that 1st Century CEO Alan Rothenberg and COO Jason DiNapolishould discuss with Midland the proposed transaction price and see if theycould achieve any improvement over the $11.13 proposal.

On March 7,Midland sent Rothenberg and DiNapoli a letter including what Midlandcharacterized as its non-binding "best and final" proposal to acquire1st Century at a price per share of $11.22in cash.

Thecompanies announced on March 10 the execution of the .