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The letter of intent was negotiated between special committees of the boards of directors of both companies both of which were composed entirely of independent directors.
The closing of the transaction is subject to certain conditions, including negotiation and execution of definitive documentation and the satisfactory completion of the parties' due diligence.
In addition to definitive documentation, the consummation of a transaction would be subject to final approval by the parties' boards of directors and approval by Western's stockholders, and the satisfaction of any conditions to closing set forth in the definitive documentation.
According to companies, there can be no assurance that a merger will be consummated or, if consummated, that the terms set forth in the definitive documentation will be consistent with the current expectations of SNS and Western, as contemplated by the terms of the letter of intent.
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