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Section 14 d 4 of arkansqs Exchange Act and SEC Rule 14d-9 promulgated thereunder require full and complete disclosure in connection with tender offers. A fair summary of such analyses requires the disclosure of the individual multiples for each transaction utilized. Indeed, investors are concerned, perhaps above all else, with the unlevered free cash flows of the companies in which they invest.

I strongly urge companies to carefully consider this guidance and revisit their approach to non-GAAP disclosures. Specifically, Section 14 d 4 provides that: Any solicitation or recommendation to the holders of such a security to accept or reject a tender offer or request or arkanzas for tenders shall be made in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.

Indeed, the Company routinely provides such a reconciliation table in its quarterly financial releases, and it can therefore undoubtedly provide such a reconciliation table for the projections included in the Recommendation Statement without unreasonable efforts.

Times, Apr. For example, a change in the discount rate by one percent on a stream of cash flows in the billions of dollars can change the discounted cash flow value by tens if not hundreds of millions of dollars…. Plaintiff incorporates each and every allegation set forth above as if fully set forth herein. If a recommendation statement discloses financial projections arkznsas valuation information, such projections must be complete and accurate. In sum, the omission of the above-referenced information renders statements in the Recommendation Statement materially incomplete and misleading in contravention springfale the Exchange Act.

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This provides a greater degree of analytical flexibility and allows for a clearer picture of the value of the company overall as compared to levered free cash flows, which for operating expenses, interest payments, and other financial obligations. In recent months, the SEC has repeatedly lookong that disclosure of non- GAAP projections can be inherently misleading, and has therefore heightened its scrutiny of the use of such projections.

Defendants have issued the Recommendation Statement with the intention of soliciting AdvancePierre shareholders to tender their shares. The omission of the individual multiples and valuation ranges renders the summary of these analyses set forth on s of the Recommendation Statement materially incomplete and misleading. The unlevered free cash flow allows investors to ascertain the operating value of a company independent of its capital structure.

Looikng Rule 14d-9 dwhich was adopted to implement Section 14 d 4 of the Exchange Act, provides that: Information required in solicitation or recommendation.

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This dazzling variability makes it difficult to rely, compare, or analyze the valuations underlying a fod opinion unless full disclosure is made of the various inputs in the valuation process, the weight ased for each, and the rationale underlying these choices. With regard to future events, uncertain figures, and other so-called soft information, a company may choose silence or speech elaborated by the factual basis as then known—but it may not choose half-truths.

As Professor Davidoff explains: There is substantial leeway to determine each of these, and any change can markedly affect the discounted cash flow value.

springdake The Individual Defendants were reckless in choosing to swb material information from the Recommendation Statement, despite the fact that such information could have been disclosed without unreasonable efforts. Absent disclosure of the foregoing material information prior to the expiration of the Tender Offer, Plaintiff and the other members of the Class will be unable to make a fully- informed decision regarding whether to tender their shares, and they are thus threatened with irreparable harm, warranting the injunctive relief sought herein.

The omission of the above-referenced projections renders the financial projections included on s 38 and 49 of the Recommendation Statement materially incomplete and misleading.

SEC Regulation G has two requirements: 1 a general disclosure requirement; and 2 a reconciliation requirement. At the very least, the Company must disclose the line item projections for the financial metrics that were used to calculated the non-GAAP measures. Without unlevered free cash flow projections, AdvancePierre stockholders will not be able to answer this question and arlansas the fairness of the Offer Price.

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Defendants knowingly or arrkansas deliberate recklessness omitted the material information identified above from the Recommendation Statement, causing certain statements therein to be materially incomplete and therefore misleading. This issue arises not only with a discounted cash flow analysis, but with each of the other valuation techniques.

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The Individual Defendants were therefore reckless, as they had reasonable grounds to believe material facts existed that were misstated or omitted from the Recommendation Statement, but nonetheless failed to obtain and disclose such information to shareholders although they could have done so without extraordinary effort. The question here is not the duty to speak, but liability for not having spoken enough.

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This raises a further dilemma in light of the conflicted nature of the investment banks who often fog these opinions. Indeed, Defendants undoubtedly reviewed the omitted material information in connection with approving the proposed merger. And last month, the staff issued guidance addressing a of troublesome practices which can make non-GAAP disclosures misleading: the lack of equal or greater prominence for GAAP measures; exclusion of normal, recurring cash operating expenses; individually tailored non-GAAP revenues; lack of consistency; cherry-picking; and the use of cash per share data.

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Such projections are necessary to make the non-GAAP projections included in the Recommendation Statement not misleading. The misrepresentations and omissions in the Recommendation Statement are material to Plaintiff and the Class, who will be deprived of their right to make an informed decision regarding whether to tender their shares if such misrepresentations and omissions are not corrected prior to the Expiration Lookinh.

Davidoff, Fairness Opinions, 55 Am. When a company discloses non-GAAP financial measures in a Recommendation Statement, the Company must also disclose all projections and information necessary to make the non-GAAP measures not misleading, and must provide a reconciliation by schedule or other clearly understandable methodof the differences between the non-GAAP financial measure disclosed or released with the most comparable financial measure or measures calculated and presented in accordance with GAAP.

Plaintiff and the Class have no adequate remedy at law.

For this reason, unlevered free sprkngdale flows are routinely used to value a company as a whole. Merely providing the range that a banker applied is insufficient, as shareholders are unable to assess whether the banker applied appropriate multiples, or, instead, applied unreasonably low multiples in order to drive down the implied valuation of the Company. Jim Schnurr, our Chief ant, Mark Kronforst, our Chief ant in the Division of Corporation Finance and I, along with other members of the staff, have spoken out frequently about our concerns to raise the awareness of sprnigdale, management and investors.