Hi there, would be thankful if you can expand what you meant in your earlier posts: "For a good part of the time between when tendering shareholders are paid and non-tendering shares are paid the shares will be cancelled, the stock will be delisted and former shareholders will be unable to trade or collect the proceeds from the buyout"
How could there be a situation where former shareholders will be unable to trade or collect the proceeds from the buyout ? My understanding is CUBIST/Trius merger will effectively force untendered shares to cash value per offer. And this is automatic. Only difference is payout will be later vs when tendered during the tendering period.
"How could there be a situation where former shareholders will be unable to trade or collect the proceeds from the buyout ?"
After the merger is completed, the remaining shares are delisted and converted into the right to receive $13.50+CVR. The company cannot pay for those share right away because the shareholders may still perfect their appraisal rights. Delaware law makes them wait 30 days.
"they get the 50+% shares, then they will need to vote to sell themselves enough shares..."
No need for a vote to exercise the top-up option. In fact, the whole reason to exercise that option is to avoid any kind of vote which would delay (but not threaten) the merger.
That is correct. There were some weird warning in the documents about not having enough shares left on the market to trade if the deal failed somehow. I am with you, if the shares are tendered in majority the deal will likely go through.
Once they get the 50+% shares, then they will need to vote to sell themselves enough shares to get to 90% (the "top off"). This is a standard legal gimmeck in order to complete a short form merge. Once they get to 90% they can quickly formally vote for the merger w/o the 90(?) day notification otherwise required by the SEC.
I assume what the "enough shares" clause meant was this step. But it should be a formality, perhaps the language is just boilerplate.
If for some inexplicable reason the short form merger process failed, they could still complete the merger via a standard vote, which they are guaranteed to win with 50% shares in hand.
Be interesting to see if the H-S-R review being blessed has any impact on the stock. It should have been a foregone conclusion, but one never knows.