| 2015-10-15 |
股东大会：
将于2015-11-16召开股东大会
会议内容 ▼▲
- 1.A proposal to adopt the Agreement and Plan of Merger, dated as of August 4, 2015 and as amended from time to time (which we refer to as the “merger agreement”), by and among Team Health Holdings, Inc., a Delaware corporation (which we refer to as “Team Health”), Intrepid Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Team Health (which we refer to as “Sub”), and IPC Healthcare, Inc., a Delaware corporation (which we refer to as “IPC”), pursuant to which, subject to the satisfaction or waiver of certain specified conditions in the merger agreement, (a) Sub will merge with and into IPC, with IPC continuing as the surviving corporation and a wholly owned subsidiary of Team Health, and (b) each outstanding share of IPC common stock, $0.001 par value (other than shares owned by us or any of our subsidiaries or affiliated entities, Team Health or Sub or any other subsidiary of Team Health and any stockholder who has properly demanded appraisal under Section 262 of the Delaware General Corporation Law), will be converted into the right to receive $80.25 in cash, without interest and subject to any applicable withholding taxes (which we refer to as the “merger proposal”);
2.A proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to IPC’s named executive officers that is based on or otherwise relates to the merger (which we refer to as the “non-binding compensation advisory proposal”);
3.A proposal to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the adoption of the merger agreement if there are not sufficient votes at the time of the special meeting to adopt the merger agreement (which we refer to as the “adjournment proposal”);
4.Such other matters as may properly come before the special meeting or any adjournments or postponements of the special meeting.
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