回复@常乐观: 这个翻译很赞很用心，本来是悬赏1000雪碧的，现在加至1100//@常乐观:回复@Ricky:真他妈长阿，一段一段来。 Integra was a Cayman Islands incorporated company which conducted business as an independent Russian oil field services and equipment manufacturing business. In 2007 it listed on the London Stock Exchange, and investors could purchase Global Depository Receipts on the LSE. The listed price of Integra's GDRs on the LSE significantly diminishedafter mid-2012 and by December 2013 the average GDR price was about US$15.74. Integra是开曼群岛的法人公司，是一个独立的俄罗斯油田服务商和设备制造商。2007在伦敦证券交易所上市，投资者可以在LSE购买全球存托凭证。该公司上市后，价格自2012年中开始下跌，到2013年12月，约为15.74美元。
Integra‘s management proposed an MBO which was structured as a merger under the Law.Integra appointed a special committee of independent directors, and obtained a fairness opinion as to the proposed offer. In April 2014, the special committee recommended that investors accept an offer of US$ 20 per GDR (US$ 10 per share – each GDR being worth two shares)(the "Offer Price";), representing a premium of approximately 45% over the average tradingprice of the GDRs for the 30 trading days prior to the merger. This indicated that Integra was valued at US$ 89.7 million. 管理曾提出了MBO[管理层收购(Management Buy-Outs，即MBO)是指：公司的经理层利用借贷所融资本或股权交易收购本公司的一种行为，从而引起公司所有权、控制权、剩余索取权、资产等变化，以改变公司所有制结构，通过收购使企业的经营者变成了企业的所有者]，在法律下进行兼并。公司任命一个独立董事们组成的特别委员会，并得到一个公平的意见作为建议提供。2014四月，特别委员会建议投资者接受20美元每GDR报价（每股10美元–每个GDR两股）（“报价”），意味着约45%的溢价相对于并购前30个交易日的平均价格。这代表该公司估值8970万美元。
Following the publication of the merger offer and circular, an industry analyst who was monitoring Integra observed that the Offer Price appeared to be too low, and that if the offer was adjusted for a liquidity discount which had been reflected in the publicly traded price, a more realistic price would have been US$24 per GDR. 报价后，一个跟踪Integra的行业分析师认为出价过低，而且如果该提议被调整为一个流动性折价已反映在公开交易的价格，一个更现实的价格将是24美元每GDR。
Nevertheless, the merger was adopted by special resolution (passed by about 80% of the shareholders who voted) and the merger was approved on 21 May 2014. 然而，并购获得通过（约80%的股东批准合并），于2014年5月21日被批准。
Three dissenting shareholders (controlled by one fund management company and together holding a total of about17.3% of Integra's issued GDRs) took the view that the Offer Price was too low. They converted their GDRs to shares, opposed the merger at the EGM, and triggered the dissenter&# 39;s rights process. This resulted in the Court being requested to determine the fair value of Integra's shares.The Court directed that a full valuation process be conducted, with each side appointing an independent valuer for the purpose of producing a valuation report. This involved the creation of a data room, multiple requests for information from the dissenting shareholders&# 39; expert, and two days of meetings between both experts and the MBO management team. At the conclusion of that process, each expert valuer produced a report, and thereafter produced a joint report. 三个隶属于同一个基金管理公司的股东持异议，他们持有17.3%的GDR，他们认为，出价太低。他们把GDR股换成股份，在EGM上（特别股东大会）反对合并，引发异议（#39是乱码，此处有误,下同）。法院要求完整全面评估该公司股权的公允价值，每一方指定一个独立的方以获得估价报告。这包括创建一个资料室，多跟异议股东和专家沟通，专家和MBO管理团队之间进行两天会议。最后，每一方评估专家制作了一份报告，此后产生联合报告。
All of these documents were presented to the court. A trial then took place in which each expert valuer was cross-examined on the opinions they had reached as to the value of the shares. 所有这些文件都被提交给法院，审议中，针对他们达成的估值观点，每一评估方都被仔细盘问。
Integra's Valuation Evidence Integra的评估证词 Integra&# 39;s valuation expert concluded that the fair value of the dissenters&# 39; shares was less than the Offer Price, but declined to put a specific value on the company. Applying a market valuation approach and a control premium to the publicly traded share price which was then crosschecked against a discounted cashflow ("DCF") valuation, Integra submitted that the fair value was somewhere in the rangeof US$ 70 -US$100 million. This valuation equated to a per share price of US$ 11.14 or US$9.89 depending on the number of shares taken into account. Ingegra认为合理的价格要低于MBO的出价，但拒绝提出一个具体的估价。采用市场价值法和控制工具，针对公开上市的股票价格的现金流贴现法估值，I考虑到股票数量，估价在7千万到1亿美元，对应每股11.14-9.89元。
In relation to the numberof shares, two approaches were suggested: (i) the 8,973,473 of shares as set out in the circular; or (ii) a higher number of 10,107,344 (this would take into account allegedly unvested shares to be awarded post-merger by way of deferred remuneration to certain of Integra&# 39;s directors and employees under its restricted stock unit plan). 有关的股份数目，建议：（i）8973473股，通告内的规定；或（ii）10107344股（考虑合并后据说要被授予高管员工的股份，在它受限制股份单位计划下通过递延报酬授予）。 ps：递延报酬(Deferred Compensation)指在未来某年龄或日期支付给员工的报酬。员工在未来某日期之前的工作酬劳，公司答应在该日期之后支付，目的是员工退休时有退休金可领取，或死亡时受益人可领取死亡抚恤金。递延给付常常是公司吸引专业、高阶管理人员的福利手段。
The Dissenters' Valuation Evidence 异议方的评估证词 The dissenters&# 39; valuation expert concluded that fair value was more than the Offer Price and placed a specific price on his opinion of the value of the company as at the valuation date. 异议方认为合理的估价要高于MBO的出价，并给了一个价格。
This was also determined using a market valuation approach, but the methodology was based on a combination of a DCF valuation and the guideline public companies method valuation (which relied upon financial and market information relating to publicly traded securities of companies comparable to Integra). The dissenters's expert then weighted the two outcomes 75% / 25% infavour of the DCF valuation. 这也是基于市场估值方法，但方法结合了DCF估值和指导公共企业法估值（这依赖于与Integra可比的相关上市公司的财务信息和市场信息），分别给75% / 25%权重，DCF估值占多。
Decision 决策 The Court held that the fair value of Integra was higher than the Offer Price and higher than the highest estimate of the range of valuations provided by Integra&# 39;s expert. The dissenter's valuation evidence was preferred; with the Court discounting the valuation in places to reflect the conclusions it had reachedas to how to assess fair value;. This resulted in the Court deciding that Integra should bevalued at US$ 105 million and that the fair value of each of Integra&# 39;s shares was US$11.70. 法院认为，该公司公允价值高于出价也高于Integra专家提供的最高估值，异议者方评价更优；法院已经在很多地方削减了估值，反映了它对如何评估公允价值的结论。法院裁定公司价值1亿500万美元，每股为11.70美元。