Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
☒ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material Pursuant to § 240.14a-12 |
☐ | | | No fee required. | |||
☒ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| | (1) | | | Title of each class of securities to which transaction applies: Common Stock, $0.01 par value per share | |
| | (2) | | | Aggregate number of securities to which transaction applies: 12,739,266 As of June 14, 2021, the maximum number of shares of common stock to which this transaction applies is estimated to be 12,739,266, which consists of (i) 12,026,490 shares of common stock, (ii) 140,408 shares of common stock underlying outstanding restricted stock units and (iii) 572,368 shares of common stock underlying outstanding performance stock units. | |
| | (3) | | | 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): $23.50 | |
| | (4) | | | Proposed maximum aggregate value of transaction: $299,372,751 The proposed maximum aggregate value of the transaction was determined based upon the sum of (A) (i) 12,026,490 shares of common stock issued and outstanding and owned by persons other than Marlin, Madeira or Merger Sub, multiplied by (ii) the merger consideration of $23.50 per share; plus (B) (i) 140,408 shares of restricted stock units multiplied by (ii) the merger consideration of $23.50 per share; plus (C) (i) 572,368 shares of performance stock units multiplied by (ii) the merger consideration of $23.50 per share. In accordance with Exchange Act Rule 0-11(c), the filing fee of $32,661.57 was determined by multiplying 0.0001091 by the proposed maximum aggregate value of the transaction. | |
| | (5) | | | Total fee paid: $32,661.57 | |
☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | Check 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. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| | (1) | | | Amount Previously Paid: | |
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| | (2) | | | Form, Schedule or Registration Statement No.: | |
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| | (3) | | | Filing Party: | |
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| | (4) | | | Date Filed: | |
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