Adoption of the merger agreement was subject to two votes. Under Delaware law, the merger agreement was required to be adopted by shareholders holding at least a majority in combined voting power of the company's common stock outstanding on the record date of November 3, 2006. In addition to the vote required under Delaware law, the transaction was required to be approved by a majority of the combined voting power of the company's common stock voted at the special meeting. For purposes of the second vote, each share of Class A common stock beneficially owned by Mr. Neubauer and other members of the company's management committee was counted as only one vote, rather than the ten votes to which each such share is otherwise entitled.
Based on the preliminary tally of shares voted, for purposes of the vote required under Delaware law, 606 million votes were cast at the special meeting, representing 88 percent of the total voting power of ARAMARK's outstanding voting shares. Of those votes cast, 592 million votes were cast in favor of the adoption of the merger agreement, representing 86 percent of the total voting power of ARAMARK's outstanding voting shares and 97 percent of the votes cast. For the purposes of the second vote, 375 million votes were cast at the special meeting. Of those votes cast, 360 million votes were cast in favor of the adoption of the merger agreement, representing 96 percent of the total votes cast at the meeting.
Under the terms of the merger agreement, ARAMARK shareholders will receive $33.80 in cash for each share of ARAMARK common stock held. Subject to the satisfaction of customary closing conditions, the transaction is anticipated to close at the end of January 2007.
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