Save over $21,500,000:
Taxes not paid: $8M (assuming $10 basis)
CEO severance not paid: $2M+
Tax-free profit on stock-for-stock merger next time: $11.5M (assuming $5 price improvement)
I'm sure some hedge funds are encouraging them to try it before interest rates increase. Share repurchases could help, since there are less shares to buy. This is the best chance they will have for a long time to come. Once rates increase, odds aren't so high.
Tell your friends ... you need to actually vote "no." Sitting back won't help in the end.
It's like one of those Mastercard commercials ... this deal isn't going anywhere:
Payment to Regan & Associates ... $12,500
"Golden Parachute" for CEO ... $2,000,000+
Making the old shareholders young again ... priceless.
This is what the MBA business professors will tell you: Whenever collective shareholder action is required, shareholders are usually apathetic - so shareholder votes don't matter; it's just a formality. But remember, there was a shareholder viewing party for "Cocoon." Cocoon is a 1985 American science fiction fantasy comedy-drama film directed by Ron Howard about a group of elderly people rejuvenated by aliens.
If the HBKS shareholders are rejuvenated (which will happen when the low-ball, high tax buyout is voted down), all women over 40 will look like they are 19 again. Now, do you really believe Debbie Shelton, Ann Romeo and Mary Lynn Goodwin voted for the buyout?
Buyout has three major problems:
1. Low-ball price.
2. CEO's big severance payments for little bank.
3. Shareholders get stuck with high taxes on a cash buyout.
FIX ALL THREE JUST BY VOTING "NO"!
On price alone, the banks might be able to slide the low-ball price by; but taxes are going to get shareholders' attention. Vote "no" on buyout and save a fortune!
Remember, insiders don't have enough ownership to force a deal through. If they had 40-45% it would be different, but they are only at about 27%. In the meantime, only 34% need to vote "no." And if for example, Debbie Shelton, Ann Romeo and Mary Lynn Goodwin already voted "no," it's less than that!
Fact the bank set the record date so early will likely backfire on them ... shares that are sold typically don't vote. However, if the bank can extend the meeting, then they can set a new record date. That's a problem ... if you don't want to see your money go up in smoke ... to taxes.
Don't know why the price shot up on Thursday, because it's still "pending shareholder approval."
Unlikely the bank has it ... at best they might be able to extend the special meeting. Tell all your friends to vote "no," since a meeting extension wouldn't be good for the Old Fogies that don't want a low-ball buyout with high taxes.
Activists want out:
1. Shareholders drink the management Kool-Aid.
2. TOWN does not file with SEC, so harder to rock the boat.
3. MNRK does not have activists.
4. Activists about as welcome as PETA at the Beach Furriers.
5. Better opportunities for activists elsewhere.
Capital gains count as part of Adjusted Gross Income. So higher capital gains mean the "phase-outs" kick in: Personal Exemptions and Itemized Deductions are reduced and eventually eliminated; then the Alternative Minimum Tax kicks in. What a disaster! Vote "no" on all cash, low-ball deal!