Purchase Price Calculation

Now that we have completed our sources and uses of funds, we can compute the purchase prices for a range of transaction prices. To calculate the purchase price, add the value of the consideration paid to common and preferred shareholders and the value of TargetCo’s employee stock options (“ESOs”) replaced by BuyerCo options or cashed out. If the TargetCo’s ESOs will instead be canceled, their fair value is not included in the purchase price. Then, subtract the portion of the intrinsic value of TargetCo’s ESOs allocable to unearned compensation, as unearned compensation is not included in the purchase price.

Perform the purchase price calculation on the “GAAP” worksheet that we used to compute Black-Scholes option value and unearned compensation. Although we expect the deal to close before the end of 2008, we will apply the FASB’s new accounting rules under FAS 141r and thus omit restructuring charges and acquisition-related expenses (e.g. advisory fees and legal fees, etc.) from the calculation of purchase price.