In a going-private transaction subject to Rule 13e-3, the filing party must include in its Schedule 13E-3:
- AOnly the purchase price and closing date
- BOnly the target's most recent audited financial statements
- CFairness conclusion for unaffiliated holders and the basis for that belief✓ Correct answer
- DA commitment to relist the company within five years
Why C — Fairness conclusion for unaffiliated holders and the basis for that belief
Schedule 13E-3 requires the filing person to state whether it reasonably believes the going-private transaction is fair or unfair to unaffiliated security holders and to discuss in detail the material factors upon which that belief is based. This enhanced disclosure requirement reflects the heightened risk of self-dealing in going-private transactions where an affiliate is taking the company private. The filing must also address the purpose of the transaction, alternatives considered, and any reports, opinions, or appraisals received.
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