RE:background to the arrangementWell, recieved the circular. I was interested in the "Fairness Opinion" that ITC shouts from the rooftops regarding this deal.
I cant say I learned much from the Appendix F about how - specifically - TD determined this was a fair deal.
I did learn though that:
TD Securities will receive a fee for its services - a portion of which is contingent upon completion of this arrangement**, and that Intrinsyc has agreed to indemnify TD against expenses, losses, claims, actions, suits, proceedings, investigations, damages, liabilities joint or several which may arise directly or indirectly from services performed by TD ....
SCOPE OF REVIEW
In connection with the Opinion TD Securities reviewed and relied upon (without attempting to verify independently the completeness or accuracy of) or carried out, among other things the following..... SEE p F-4 for list
ASSUMPTIONS AND LIMITATIONS
The Opinion is conditional upon such accuracy, completeness and fair presentation of the Information.
TD Securities expresses no independent view as to the reasonableness of any such budgets, forecasts, projections and estimates or the assumptions on which they are based.
...projecting future results is inherently subject to uncertainty.
Senior officers and a director of Intrinsyc have represented to TD Securities in certificates deliveredas of the date hereof, amon other things , that (i) with the exception of forecasts, projectins or estimates...... paraphrase (all else is true), complete and accurate....
... TD Securities made numerous assumptions with repect to industry performance, general business and economic conditions.....
The Opinion is conditional on all such assumptions being correct.
The Opinion does not address the relative merits of the Arrangement as compared to other transactions or business strategies that might be avilable to Intrinsyc
...and did not consider the specific circumstances of Intrinsyc shareholders.
TD Securities is not an expert on, and did not provide advice to the Special Committee or Board regarding, legal, accounting, regulatory or tax matters.
So TD did not attempt to verify what they were told, has no view on the reasonableness of what they were told, then made their assumptions baed upon that info, and they assume their Opinion to be correct as long as their assumptions are correct.
Sounds like a real Gold Standard Opinion