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Table 1: Freeze-outs by Transactional Form and Target State of Incorporation

This table reports summary statistics on all freeze-out transactions announced between June 19, 2001, when the Delaware Chancery Court issued its opinion in Siliconix, and April 30, 2005 (n=121). Two reverse stock splits (Moyco Technologies and Semele Group Inc.) are categorized as statutory mergers for reasons described in the text. Two freeze-outs (Kontron Mobile and Ticketmaster) are included in the overall statistics but are not categorized as either tender offers or mergers, for reasons described in the text.

Arkansas

1

2.9%

California

2

5.7%

Tender Offer Freeze-outs

Number

% of total

25

71.4%

North Carolina

2

5.7%

North Dakota

1

2.9%

Oregon

1

2.9%

Pennsylvania

Tennessee

1

2.9%

2.9%

Texas Utah Virginia Washington Wisconsin Total

1

2.9%

35

100%

Target State of Incorporation

Delaware Arizona

Colorado Federal Florida Georgia Illinois Indiana Maryland Massachusetts Michigan Minnesota Nevada New Jersey New York

1

Ohio

Number 71

% of total 58.7%

1 1 7 1 1 4 1 2 2 2 1 2 1 1 2 2 3 1 1 2 1 2 2 1 1 3 2

0.8% 0.8% 5.8% 0.8% 0.8% 3.3% 0.8% 1.7% 1.7% 1.7% 0.8% 1.7% 0.8% 0.8% 1.7% 1.7% 2.5% 0.8% 0.8% 1.7% 0.8% 1.7% 1.7% 0.8% 0.8% 2.5% 1.7%

121

100%

1 1 1 1 2 1 1 2 2

1.2% 1.2% 1.2% 1.2% 2.4% 1.2% 1.2% 2.4% 2.4%

84

100%

5

6.0%

1

1.2%

1

1.2%

4

4.8%

1

1.2%

2

2.4%

1

1.2%

2

2.4%

1

1.2%

2

2.4%

Merger Freeze-outs

Total Freeze-outs

Number

% of total

45

53.6%

1

1.2%

1

1.2%

2

2.4%

2

2.4%

1

1.2%

45

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