Clearly Robin is trying to take this company private for a song. That is disappointing. I would be highly shocked if higher offers didn't materialize though. I would think someone could get to $25 pretty easily. Need to keep an eye on the break-up fee. I am guessing Robin put some enormous break-up fee on this thing to try and prevent higher offers. Will look at the full Proxy and analyze the situation when it is released. But basing a valuation on the average daily closing price for the last 30 days when the last 30 days the stock has been beaten down from some loser anonymous failure short seller is absurd.
Raina better be very careful here. As the exert from the press release that I posted earlier today from one of the law firms now pursing him indicated, he has a very serious potential conflict of interest. On the one hand, he has a fiduciary duty to shareholders to maximize the sales price per share. However, as a continued equity investor post merger and as was indicated an acquirer of the remaining shares, he has a self interest to keep the sale per share price low so that he can buy these remaining shares as cheaply as possible. Note also that as EBIX' s press release today also stated that he and his foundation have entered into a separate agreement to vote their shares in favor of the merger. Add into this fact pattern Raina agreeing, as you alluded to in your post, to an excessive, non typical or commercially unreasonable break up fee so as to make it very difficult for another competing offer within reason to surface, and Raina is in my view in serious legal hot water. Selling this company for a price that just a short while ago Raina publicly stated was worth much more per share (the ADAM acquisition) combined with structuring the transaction so that the merger has the full backing of his and his foundation's shares and most importantly cannot be broken up without excessive financial costs making other higher offers impracticable smells awfully bad when Raina is acquiring the remaining shares. .
stuart: why are you so sure there is a large break up fee? that would be very damaging, given there is a 45day go shop perioid. And it would be damaging to the 'independent committee' that approved deal.
Thanks for your take on the legal angle, stuart. Does anybody think that maybe Robin knows for certain that other offers will appear and that this is just a way to commence the bidding? I'm trying to stay positive.