What possibly coud the Mgmt and Board of Directors been thinking or talking about when on Nov,30 they put out a press release saying the sale of MYE is on schedule and expected to close o by year end; and six business days later GS & MYE agree to extend the closing date, with GS to fork over $35 million and allowing Myers to entertain other suiters????
If that were the case they would have accepted the 35 million per the agreement (may or may not have sued for performance), and then been free and clear to do what they want with the 35 million, period.
And the fact the extra equity was required and then agreed to by both GS and KEYBANK in order to have the financing available in April only goes to show a deal is in the works.
Now, i must say the possibilty exists that the 35 million given to MYE, 10 of which is being paid out to MYE shareowners, may be the equity portion in april to satsify KEYBANKS new equity requirement.
And worse case scenario, if a new buyer is being searched out, that 25 million leftover payment from GS, may be there to hold KEY so that any new buyer knows they already have financing lined up.
I certainly don't agree with you. They didn't just extend it, they had a right to the $35MM and a right to sue for damages and specific performance. They gave up their enforcement rights for what? They were already owed the $35MM.
This is a material change which requires another shareholder meeting and vote. The board clearly exceeded their authority. Why do you think the board had to take it to the shareholders for approval in the first place if the board can do whatever it wants?
Also, did the Myers' family extend their voting agreement too? No mention of that. Based upon the merger vote, GS Cap can't close without the Myers family voting for the deal. Again, another material item that Myers fails to mention.
My gut tells me MYE was getting excited that the deal was about to close. Supposedly rumors began to flow that something was going wrong. It must have come from the Keybank or GS side (seeing as both of those pric* heads unloaded a majority of their shares per the Sept. 30th '07 filing). But since MYE had no clue at this point, and seeing what has happened to other GS/merger fallouts, MYE board probably agreed to a press release. What surprises me is that I thought MYE had to get approval for all press releases???? If that's true, then why would GS have allowed them to say the deal looks fine??? So assuming GS doesn't have to approve all press releases, again, MYE had no clue, wanted to reassure shareowners all was ok, then GS saw press release and heard rumor and had to come clean prior to Dec 15th.
Technically no harm no foul UNLESS GS approved the rosey press release from MYE stating all was clear sailing...that would be illegal.
As a side note, i seriously hope all longs are sending emails to the sec/cox about both keybank and GS unloading their shares only to later back out of the deal....this is truly white collar mob ie wallstreet, the new vegas