As of December 15, 2008, there were 50.57 million Rochester shares outstanding and a total of 34.63 million Rochester shares issuable upon the exercise of Rochester convertible securities. Each outstanding Rochester warrant and option to acquire Rochester shares will be exercisable into Southern Pacific shares in lieu of one common share of Rochester on the same terms and conditions as the original warrant, option or other right after taking into consideration the exchange ratio. Rochester's board has unanimously approved the terms of the agreement and recommends that its shareholders support the transaction. This transaction is conditional upon the receipt of shareholder, Court of Queen's Bench and regulatory approval, and receipt of third-party consents and other customary conditions. The acquisition is expected to close in early 2009. Rochester has agreed to pay a break fee of $500,000 to Southern Pacific if Rochester terminates the transaction.