Thanks , I would suggest that every shareholder read this filing due to the interesting facts , such as the history behind the deal ( Page 11 - 18 )
and I can quote one major fact unknown to most :
"On June 9, 2015, the Perseon Board met to discuss potential transactions with Galil and Company A. Mr. Carnell explained that both Galil and
Company A had decided not to pursue a transaction with the Company due to the Company's weak balance sheet, lack of liquidity and other business
Mr. Carnell and Mr. Barth then addressed the Perseon Board regarding a potential debt transaction. The Company's third-party debt advisor, which had
been retained by the Company to advise it with respect to debt financing matters, indicated that without a merger on the horizon a debt financing was highly
unlikely, or that such a transaction would have to be at very unfavorable terms to the Company and its stockholders. Mr. Barth then updated the Perseon
Board as to a potential equity financing with Maxim"
And about $1 offering price ...
Significant Premium to Market Price of Shares
The Perseon Board noted that the Shares Offer Price of $1.00 per Share in cash represented an approximate 270% premium over the closing price of the
Shares on October 26, 2015, the last trading day prior to the public announcement of the execution of the Merger Agreement, and an approximate 175%
premium over Perseon's 30-trading day average share price as of such date. The Perseon Board believes the Shares Offer Price is the best price reasonably
available to Perseon's stockholders."
Fairness to Warrantholders
The Perseon Board noted that the Public Warrants Offer Price of $0.02 per Public Warrant in cash represented a 100% premium over the price paid for the
Public Warrants in the Public Warrants Offering. While the Public Warrants have traded on The Nasdaq Capital Market at an amount greater than the Public
Warrants Offer Price since the Public Warrants Offering, the Perseon Board determined on the advice of its financial advisors that the vast majority of the
Public Warrants are still held by the purchasers in the Public Warrants Offering, resulting in a substantial gain to the holders of the Public Warrants.
Moreover, given Perseon's financial condition, the Perseon Board determined that the Public Warrants Offer Price is a significant benefit to the holders of the
Public Warrants when compared to what such holders would receive if Perseon ceased operations."