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SunTrust Banks, Inc. Message Board

  • doctorbobphd doctorbobphd Jul 20, 2001 8:46 PM Flag

    This is a HUGE victory for SunTrust

    SunTrust asked the court to invalidate the non-termination provision. The court acknowledges this in the second sentence of the opinion.

    At the end, the court ruling is (par. 166):

    "The non-termination clause in the merger agreement between First Union Corporation and Wachovia Corporation is invalid and unenforceable."

    Folks, that is a huge win for SunTrust. It means that if the vote on August 3 is "no" to the FTU deal, SunTrust can negotiate and merge with Wachovia immediately and pay no breakup fee.

    The financial press and media have shown just how incompetent they are in reporting the decision in this erroneous manner. It is really incredible. It just shows you cannot believe something just because you hear it on TV or see it in the press.

    SortNewest  |  Oldest  |  Most Replied Expand all replies
    • dinghoy, your problem is a simple one...... You have nothing to say that is of interest to anyone who reads this board. Your non-constructive posts are merely to bash others, call them ugly names, criticize others, and generally to act like an a**hole. A review of your posts reveals that you are unable to offer any knowledge or constructive posts of your own. This must mean that your brain is empty. We feel sorry for you.

    • One post on your own board and a dozen on FTU's. You must really be worried to be bashing on the FTU board more than your posting on this one.

      Of course I may be wrong, you could be getting paid to bash FTU or, like I said earlier, you're just a 12 year old with a computer.

    • And lost 6 cents last Qt :)

    • Wells Fargo is an average bank. Nothing special.

    • Dr. Know Little,

      You appear to be confusing two aspects of the court's ruling. The two aspects are (1) the option agreement ($780MM breakup fee) and (2) the non-termination provision (Jan 2002 wait period).

      In Section 5 of the judge's ruling, you'll notice in paragraph {130} that "The non-termination provision and option agreement will be analyzed separately." In Section 5.A, the judge rules on the option agreement. In Section 5.B, he rules on the non-termination provision.

      In Section 5.B, paragraphs {131-151}, the court addresses the $780MM breakup fee. The court concludes in paragraph {151}, that "For the foregoing reasons, the Court concludes that SunTrust has failed to carry its burden of proof to establish by clear and convincing evidence that the deal protection measures in this transaction are actionably coercive."

      Therefore in regards to the breakup fee, this ruling is a win for FTU, not STI.

      Source: http://www.ncbusinesscourt.net/opinions/FIRST_UNION_WACHOVIA_SUN_TRUST_ORDER_AND
      _OPINION.rtf

      • 1 Reply to talking_teddy
      • Ah, this thing is far from over.

        If the vote is "yes", SunTrust could always make a higher offer and try again. Or it could go away and get bought out by Bank of America, which is going to take gobs of any FTU/WB market share in NC and SC by the way.

        SunTrust could negotiate a merger 5 minutes after the "no" vote is recorded. If the board fails to cooperate (I think this board has a short life anyway at this point), there could be a direct offer to WB shareholders.

        SunTrust could just pay the breakup fee and merge with Wachovia immediately. It would be no big deal. Besides, immediately thereafter there will be a deal to sell the combined STI/WB in my opinion. Probably to Citigroup.

        Instead of completing the merger, SunTrust could "license" the SunTrust name to Wachovia and operate Wachovia under a management agreement, and then "finalize" the merger 18 months later and thereby avoid the breakup fee.

        There could be an appeal of this court order.

        This thing is far from over.

    • Sorry Bob but your #Msg: 4886 runs 180 degrees from what everyone else thinks!

      Mr. Humann and his advisors have failed to achieve their goal in court and most feel he will fail in his attempt to acquire Wachovia. Mr. Humann let the personal aspects of Wachovia's rejections of SunTrust get the best of him and his decisions. And it cost the SunTrust shareholders a tremendous amount of money!

      It will be interesting to see what happens with SunTrust now... Good luck!

 
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