FONAR (FONR) Proxy Filing summary

Executive summary

• A special committee of independent directors negotiated a merger for the company to go private, resulting in a cash acquisition by an entity controlled by key executives and directors, at $19.00 per share for Common and Class B stock, $6.34 for Class C, and $10.50 for Class A Non-voting Preferred Stock, representing significant premiums to recent trading prices.

• The merger is structured as a “going private” transaction, with the company becoming a wholly owned subsidiary of the acquirer, and its shares 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, with additional litigation requiring a potential supermajority vote under Delaware law.

• The merger consideration was deemed fair by an independent financial advisor, Marshall & Stevens, whose analysis included discounted cash flow, market, and liquidation scenarios.

• If the merger is not completed, the company will remain public, and no payments will be made to stockholders.

Voting matters and shareholder proposals

• Stockholders are asked to vote on the merger agreement and a proposal to adjourn the meeting if more votes are needed.

• Approval requires both a majority of all voting shares and a majority of disinterested stockholder votes; a pending lawsuit may require a two-thirds supermajority of unaffiliated shares.

• Voting agreements have been signed by the acquisition group, representing over 40% of voting power, but their votes are excluded from the disinterested stockholder approval.

• Appraisal rights are available for stockholders who do not vote in favor and follow statutory procedures.

Board of directors and corporate governance

• The special committee, composed of two independent directors, led negotiations, retained independent legal and financial advisors, and received fixed, non-contingent fees for their service.

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

• After the merger, the board will consist solely of the acquirer’s designee, and the company will be privately controlled.