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1
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ANSWER TO PETITION FOR APPRAISAL
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EXTRACTED KEY WORDS
PETITION SHARES KOFAX IMAGE PRODUCTS RESPONDENT KOFAX IMAGE ACQUISITION WATER STREET ICC YORK BENEFICIAL HOLDER IMAGING ACQUISITION CORPORATION PURSUANT COMMON STOCK COURT HUNTINGTON BETHESDA MONHAIT COUNSEL HEREBY DEL SHAREHOLDERS LAW DELAWARE MANNER BENJAMIN ROSS FINANCE SWORN CHIEF FINANCIAL OFFICER DULY SWORN DEPOSES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ~2:
IN AND FOR NEW CASTLE COUNTY $;;
..-. __
iTC'7 .
BENJAMIN ROSS and CEDE & CO., `...,
. I-/ j
i ,;... .-
_ ,: :
Petitioners, : :
_, ;
;, -
V. Civil Action No. 17653 &;
**, !' `.
KOFAX IMAGE PRODUCTS, INC.,
Respondent. I
ANSWER TO PETITION FOR APPRAISAL
Respondent Kofax Image Products, Inc. ("Kofax"), by and through its
undersigned counsel, hereby responds to the Petition as follows:
1. Admitted. By way of further answer, Kofax avers that on October 15,
1999, Kofax was acquired by, and became the wholly-owned subsidiary of, Imaging
Components Corporation ("ICC"), when Imaging Acquisition Corporation ("IAC"), a wholly-
owned subsidiary of ICC, merged with and into Kofax ("Acquisition").
2. Admitted that pursuant to the terms of the Acquisition, ICC converted
each share of Kofax Common Stock into the right to receive $12.75 in cash.
3. Admitted that ICC acquired Kofax pursuant to 8 Del. C. $ 25 1, and further
admitted that on September 24, 1999, Kofax mailed to its shareholders of record an Information
Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, advising them of a
special shareholder meeting to obtain approval of the Acquisition, and stating that ICC owned
approximately 84% of Kofax's shares and would vote those shares in favor of the Acquisition.
4. Admitted.
5. Admitted.
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2
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PETITION FOR APRAISAL OF STOCK
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EXTRACTED KEY WORDS
MERGER SHARES PETITIONERS COURT PURSUANT DEL ROSS DEMAND DELAWARE CORPORATION BENEFICIAL OWNER CEDE ATTORNEYS KOFAX COMMON STOCK IAC AFFILIATES STOCKHOLDERS RESPONDENT WHEREFORE PAY COURT TAX COSTS PROCEEDING LIMITATION REASONABLE ATTORNEYS FEES EXPENSES COURT GRANT RELIEF |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
X
BENJAMIN ROSS and CEDE & CO., :
Petitioners, :
v. Civil Action No.
I
KOFAX IMAGE PRODUCTS, INC., : i
..-
Respondent. I
X
`. *.
__- --- i' !
c-2
PETITION FOR APPRAISAL OF STOCK \
Petitioners, by their attorneys, represent as follows:
1. On October 15, 1999, Imaging Acquisition Corporation ("IAC"), a
Delaware corporation, was merged with and into Kofax lmaige Products, Inc. ("Kofax"),
a Delaware corporation. Kofax was the surviving corporation of this merger (the
"Merger").
2. Pursuant to the terms of the Merger, all shares of Kofax common
stock not owned by IAC or its affiliates were converted into the right to receive $12.75.
3. The Merger was effected pursuant to 8 Del. C. §251. On or about
September 24, 1999, Kofax mailed an information statement to its stockholders of record
as of that date, advising them of a shareholders' meeting to approve the Merger and that
IAC and its affiliates would vote approximately 84% of Kofax's shares in favor of the
Merger.
4. From before September 24, 1999 through October 15, 1999,
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