Who will pay an extra $16.9 Million or Poss $42 Million moreAlong with a higher offer than $4.15? cant see it !! Its done now at $4.15 IMHO !! Sandvine Enters Into Amended and Restated Arrangement Agreement With Vector Capital Affiliate Scalar Acquireco Corp. T.SVC | 15 minutes ago Canada NewsWire WATERLOO, ON, July 6, 2017 WATERLOO, ON, July 6, 2017 /CNW/ - Sandvine Corporation ("Sandvine" or the "Company") (TSX: SVC) announced today that it has accepted an amended proposal from Scalar Acquireco Corp. ("Scalar"), an affiliate of Vector Capital, and entered into an amended and restated arrangement agreement (the "Amended Arrangement Agreement") with Scalar. Pursuant to the Amended Arrangement Agreement, Scalar will acquire all the issued and outstanding common shares of Sandvine, other than certain shares held by members of management (the "Rolling Shareholders"), for CAD$4.15 per share pursuant to a statutory plan of arrangement (the "Arrangement"). The price per share implies an aggregate fully diluted equity value for Sandvine of approximately CAD$529 million. Upon receipt of the revised proposal from Scalar, the board of directors of Sandvine (the "Board") determined that the proposal previously received from Francisco Partners ceased to represent a superior proposal. Following the Board's determination, the Amended Arrangement Agreement was unanimously approved by the Board and the special committee of independent directors of the Board (the "Special Committee") (with interested directors abstaining). The Board and the Special Committee (with interested directors abstaining) have unanimously recommended that shareholders vote in favour of the Arrangement. The special meeting of shareholders to consider and, if deemed advisable, approve the Arrangement remains scheduled for July 18, 2017. In making their respective determinations to recommend in favour of the Arrangement, the Board and the Special Committee considered, among other factors, a fairness opinion from Canaccord Genuity Corp., to the effect that the consideration payable under the Amended Arrangement Agreement is fair, from a financial point of view, to the shareholders (other than the Rolling Shareholders) (the "Fairness Opinion"). Pursuant to the Amended Arrangement Agreement: The cash purchase price represents a 32% premium to Sandvine's closing share price of CAD$3.15 on May 26, 2017 and a 50% premium to the cash-adjusted closing price on May 26, 2017 1. Each incentive stock option of the Company that has an exercise price per share that is less than CAD$4.15 will be exchanged at closing of the Arrangement for a cash amount equal to the difference between the exercise price of such options and CAD$4.15. The go-shop period previously provided to Sandvine continues until 11:59 p.m. (Toronto time) on July 7. 2017. Following the go-shop period, Sandvine will be subject to a non-solicitation covenant, with customary fiduciary out provisions. Sandvine is permitted to terminate the Amended Arrangement Agreement in certain circumstances, including in order to allow the Board to accept a superior proposal subject to certain conditions, including Scalar's right to match. The Amended Arrangement Agreement provides for a termination fee of CAD$16.9 million. Sandvine will be entitled to seek specific performance or to receive a reverse termination fee of CAD$42 million in certain circumstances. Scalar has agreed to an increased level of commitment with respect to obtaining required regulatory approvals.