SEC Attorney Willie Briscoe and Powers Taylor Investigates Overland

Former United States SEC attorney Willie Briscoe and the securities litigation firm of Powers Taylor LLP are investigating potential claims against the board of directors of Overland Storage Inc. related to the definitive merger agreement with Sphere 3D Corporation for shareholders.

Under the terms of the transaction, at the effective time of the merger, each issued and outstanding share of common stock of Overland will be canceled and extinguished and automatically converted into the right to receive a fraction of a fully paid and nonassessable Parent Common Share equal to the Exchange Ratio.

The Exchange Ratio shall be equal to 0.510594 plus the quotient obtained by dividing (x) the number of shares of common stock of Sphere held by Overland immediately prior to the closing of the Merger by (y) 18,495,865.20 plus the quotient obtained by dividing (A) (i)105% of the principal amount of any indebtedness of Overland to Cyrus Capital Partners and its affiliates repaid by Overland on or after the date of the Merger Agreement and prior to the closing of the Merger divided by (ii) 8.675 by (B) 18,495,865.20.

The merger agreement contains reciprocal operating covenants requiring operation of Overland and Sphere in the ordinary course of business, as well as customary negative covenants.