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  • solef63tread solef63tread Dec 12, 2012 2:32 AM Flag

    Vote NO DEAL! Tell Permira, Spectrum, Tim Sullivan and Howard Hochhauser to DROP DEAD and GO TO HELL!

    You clearly don't have a clue and are spewing ignorance! Read the background of the deal and you will discover that with 11 bona fide parties interested, AFTER they did their due diligence, no one wanted to step up to the plate even at $32. The reason they are retaining their equity stakes is that they are rolling them over to facilitate the overall buyout, otherwise you wouldn't even be getting $32. Take your money and be thrilled. If the deal craters the stock will drop like a stone because the company obviously has major issues going forward...which is why they couldn't convince anyone else to even go to $31.50. Schmuck!

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    • this contradicts much of what you say and your opinions.

      Sentiment: Hold

    • Hey dipwad, you're the clueless schmuck! There are no issues going forward with revenues, and there was an offer for $35. There is no reason why this company is going private except for the greed of its management, So you can take the $32 dollars and stick it up your pie-hole with your other boi-toys!! Drop dead!!!

      • 1 Reply to iamnathan
      • Sorry you are so polite and must have wonderful interpersonal relations with your pet rat. However, $35 was discussed..but I suggest you read the Prem14:

        At a telephonic Board meeting held on September 13, 2012, representatives of Qatalyst provided the Board with an update on recent discussions with Permira and Party C regarding a potential transaction with the Company. The Qatalyst representatives informed the Board that for the preceding 10 days Permira and Party C had been working together to assemble a proposal to acquire the Company at a price of approximately $33.50 per share, but had been unable to make a proposal at that price. Permira informed representatives of Qatalyst that, subject to obtaining approval from Party C’s investment committee, Permira and Party C could submit a joint proposal to acquire the Company at a price of $30.00 per share. In particular, the Qatalyst representatives informed the Board that Party C was unwilling to participate at a price at or near $33.50 per share, and had indicated that it would only be willing to proceed at a price not greater than $30.00 per share.
        The representatives of Qatalyst also updated the Board on their discussions with Party A. The representatives of Qatalyst informed the Board that Party A had not delivered a written proposal, but had orally indicated that, having now completed subsequent due diligence, it would only be prepared to deliver a proposal to acquire the Company at a price of $28.00 per share.
        Because Permira had previously informed Qatalyst that it could make a proposal at up to $33.00 a share if Permira had an equity partner, the representatives of Qatalyst then described for the Board a potential strategy for assisting Permira to deliver an acquisition proposal at a price at or near the $33.00 per share. To complete Permira’s required equity funding, the representatives of Qatalyst suggested that Permira could, with Qatalyst’s assistance, seek equity commitments from certain smaller and more growth-oriented private equity firms for the approximately $150 million of additional investments that Permira would require to finance its proposal at such levels.
        Board members posed additional questions to the representatives of Qatalyst, and a further discussion ensued, after which the Board instructed Qatalyst to inform Permira that a joint proposal with Party C at a price close to $30.00 per share would not be acceptable to the Board, but the Board would still be willing to consider a proposal from Permira at $33.00 per share and, if Party C were unwilling to participate at that price, the Board would permit Permira to attempt to gather additional equity commitments to finance such a proposal.
        Following the Board meeting, representatives of Qatalyst communicated the Board’s position to Permira. After learning that Party C was still working toward a price of $30.00 per share, representatives of Qatalyst informed

        Table of Contents

        Party C that submitting an offer at that price would not be worthwhile. Representatives of Permira indicated that they would be willing to seek additional equity commitments of approximately $100 million from two specified investors, both investment funds. One of these funds declined the opportunity for reasons unrelated to its view of the Company but the other, Party M, indicated a preliminary interest in participating in a potential transaction with the Company. The Company executed a confidentiality agreement with Party M on September 13, 2012, and it was subsequently given access to diligence materials and to work that had performed by Permira. On October 2, 2012, however, representatives of Party M informed representatives of Qatalyst that based on the results of its review of the Company it would only be interested in participating in a transaction at a maximum price of $29.00 per share.
        Also on October 2, 2012, Bloomberg News published a report purporting to describe the current status of the Company’s sale process.
        On October 3, 2012, Permira delivered a nonbinding proposal for an acquisition of the Company at a price of $31.00 per share. Permira’s proposal included $970 million in debt financing, an equity commitment by the Permira funds of €300 million (which Permira had orally informed representatives of Qatalyst was the highest amount of equity the Permira funds would be able to commit) and equity investments of $75 million and $50 million by two limited partners in the Permira funds. To complete Permira’s required equity funding, Permira’s proposal also assumed equity investments of at least $75 million by Spectrum and $60 million by the Company’s management, which proposal had not yet been discussed with Spectrum or Company management. Permira also provided a list of material business issues from the mark-ups of the merger agreement and other transaction documents provided to them on September 7, 2012.