NEA 0.00% $2.10 nearmap ltd

I am still confused about the below:"a transaction agreement...

  1. NBZ
    1,906 Posts.
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    I am still confused about the below:

    "a transaction agreement involving Nearmap and Thoma Bravo shall not have been entered into"

    Does it mean that if NEA doesn't approve the $2.10 offer they nead to fork out US$3M?

    Why the F would they agree to this??
 
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Currently unlisted public company.

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