They will lose any shareholder suit if they refuse another offer that is made now above the 75% off sale they are offering shareholders in this exchange. Very interesting that non affiliated shareholders of the common must approve in the majority. I don't think they can pull it off. Significant suits will be brought with lots of precedent. An appraisal will have to be done...and there are lOTS of transactions to support a much higher price. It is almost like they are saying..OK here we are..we are requiring a majority of all shareholders to approve so come and get us at a fair price.
I agree that they are taking a risk to zip these 2 back together. There's not only the shareholder votes and potential lawsuits, but the Feds have to at least nominally look at the deal....if only to approve it in a couple of places.
Question: does anyone think that Denis, Tippie and the rest of the C-suite morons have the stones to claim a "change of control" provision to activate their enormous golden parachutes?
Simply put they have put the company in play. If they refuse any other significantly higher offer they will lose in a derivative suit. They are clearly breaching their fiduciary duties and their super voting control doesn't protect them from such a failure.