In light of the support agreement entered into between Nabi and Mangrove, Mangrove requests that you NOT vote on the GREEN proxy card previously supplied by Mangrove. Also, no GREEN proxy cards will be voted at the special meeting of Nabi Stockholders currently scheduled for September 24, 2012, or at any adjournments or postponements thereof. ACCORDINGLY, IF YOU WISH TO VOTE ON THE TRANSACTION PROPOSALS AT THE NABI STOCKHOLDERS MEETING, THEN YOU MUST VOTE ON NABI'S WHITE PROXY CARD.
(1) The mid-point of Nabi's estimated range of cash distributions to stockholders of $28 million to $31 million divided by 28.328 million common shares of Nabi.
(2) As at September 18, 2012, the closing share price of Biota was AUD $0.69 and the foreign exchange rate was $1.044 for each Australian dollar. Consequently, at that date each Nabi share was equivalent to 1.323 Biota shares or a value of approximately $0.95 based on Biota share price and exchange rate.
(3) Under the terms of the original Transaction, Mangrove believes that Nabi stockholders would have received $1.71 per share in value. This was comprised of $0.11 per share in cash and the equivalent value of $1.60 per share based on Biota's share price and exchange rate. The $0.11 per share in cash is based on the mid-point of Nabi management's estimate of $1 million to $5 million in cash distribution on 28.328 million common shares of Nabi. The $1.60 is based on a closing share price of AUD $0.69 on September 18, 2012 and USD/AUD foreign exchange rate of $1.044. Our estimate of expected value under the amended Transaction of $1.99 is a 17% premium over the terms of the original Transaction.
(4) As per Nabi's filings, the estimated undiscounted value under a formal Delaware liquidation is $1.87 per share of Nabi common stock. Our estimate of the expected value under the amended Transaction o
|SOURCE Mangrove Partners Fund, L.P.|
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