FONAR (FONR) Proxy filing summary

Executive summary

• A special committee of independent directors negotiated a merger agreement for a going-private transaction, resulting in a cash buyout of all outstanding shares not owned by the acquisition group, at $19.00 per share for Common and Class B, $6.34 for Class C, and $10.50 for Class A Non-voting Preferred Stock, representing significant premiums to recent trading prices.

• The merger will result in the company becoming a wholly owned subsidiary of a parent entity controlled by the CEO and other insiders, with all public shares converted to cash and the company delisted from Nasdaq.

• The transaction is subject to approval by both a majority of all voting shares and a majority of votes cast by disinterested stockholders, as well as a potential supermajority requirement under Delaware law due to ongoing litigation.

• The special committee, with independent legal and financial advisors, unanimously determined the merger is fair to unaffiliated stockholders, supported by a fairness opinion from Marshall & Stevens.

• The board recommends voting in favor of the merger and adjournment proposals at the special meeting.

Voting matters and shareholder proposals

• Stockholders are asked to vote on the merger proposal and an adjournment proposal to allow additional proxy solicitation if needed.

• Approval requires both a majority of all voting shares and a majority of votes cast by disinterested stockholders, with a possible 66 2/3% supermajority requirement pending litigation.

• Voting agreements have been executed by insiders and rollover stockholders to support the merger.

• Appraisal rights are available for stockholders who do not vote in favor and comply with statutory requirements.

Board of directors and corporate governance

• The special committee consisted of two independent, disinterested directors empowered to negotiate and recommend the transaction.

• Interested directors recused themselves from deliberations and voting on the merger.

• The board, following the special committee's recommendation, determined the merger is fair and in the best interests of unaffiliated stockholders.

• After the merger, the CEO will serve as sole director and executive officer of the surviving corporation.