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Overhill Farms, Inc. Common Sto Message Board

  • bridgejumper08 bridgejumper08 Mar 19, 2013 2:35 PM Flag

    Looks like Rudis doesn't want a hostile deal

    A negotiated offer may give him a sweet deal - hostile would just see him go - that is why he may be offended - it may cost him $$$$$$$$$$$.

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    • He has a parachute either way.

      • 1 Reply to trainspimp
      • Yup, he gets at least a $300,000 bonus in addition to any gain in share prices on his 400,000 shares. Still, he must be disappointed in the share price along with us. A deal that started negotiations with the share price around $5 would have been much better that one starting in the $3 range.

        Mr. Rudis is also entitled to receive a minimum payment of $300,000 (in addition to any other payments our compensation committee may award in its sole discretion) upon:

        • an individual, entity or group becoming the beneficial owner of more than 50% of the total voting power of our total outstanding voting securities on a fully-diluted basis;

        • an individual or entity acquiring substantially all of our assets and business; or

        • a merger, consolidation, reorganization, business combination or acquisition of assets or stock of another entity, other than in a transaction that results in our voting securities outstanding immediately before the transaction continuing to represent at least 50% of the combined voting power of the successor entity’s outstanding voting securities immediately after the transaction.


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