New York: On February 19, 2014, Facebook, (Parent) entered into an agreement of mergering and reorganization with Rhodium Acquisition Sub II, Inc, a Delaware corporation – “WhatsApp Inc”, a Delaware corporation (“WhatsApp”), and Fortis Advisors LLC, as the stockholders’ agent.

The Merger Sub will merge with and into WhatsApp upon the consummation of the First Merger and will cease to exist. WhatsApp will become a wholly owned subsidiary of Acquirer. The surviving corporation of the First Merger will then merge with and into Acquirer, which will continue to exist as a wholly owned as a subsidiary of Parent.

The merger agreement all outstanding shares of WhatsApp capital stock and options to purchase WhatsApp capital stock will be cancelled in exchange for an aggregate of 183,865,778 shares of Parent’s Class A common stock, valued at $12 billion based on the average closing price of the six trading days preceding February 18, 2014 of $65.2650 per share (“Specified Price”) and $4 billion in cash to existing WhatsApp securityholders, subject to certain adjustments such that the cash paid will comprise at least 25% of the aggregate transaction consideration.

In addition, upon Closing, Parent will grant 45,966,444 restricted stock units to WhatsApp employees which will be valued at $3 billion based on the Specified Price.