Mick.when he did it before thats what got me in.That did not work out too well.I will say his rs followed up with a 8 buck megaraise has shown to be not good for shareholders
August 1, 2013, new Section 251(h) of the Delaware General Corporation Law (the DGCL) becomes effective, which will allow consummation of second-step mergers without stockholder approval following a tender or exchange offer in many circumstances.1
Issue Addressed by the Proposed Statute and Existing Solutions
Acquisitions often employ a two-step structure in which the acquiror first launches a tender or exchange offer for any and all outstanding shares. Upon the close of the tender or exchange offer, the acquiror then acquires any shares not tendered in the offer by way of a second-step merger to complete the acquisition.
Under Delaware law, a “short-form” merger pursuant to DGCL Section 253 does not require stockholder approval of the second-step merger, but can be used only if the acquiror owns at least 90 percent of the target’s outstanding voting stock after the first-step tender or exchange offer. If the tender or exchange offer results in the acquiror owning less than 90 percent of the outstanding voting stock of the target, a “long-form” merger must be utilized, requiring the mailing of a proxy statement to target stockholders and holding a stockholder meeting to approve the merger.
However, whether a short-form or long-form merger is utilized, the second-step merger is a fait accompli if the acquiror owns enough shares after the tender or exchange offer to approve the merger as a long-form merger, which typically is a precondition to the closing of the first-step tender or exchange offer. Due to the expense and delay associated with preparing, filing and mailing a proxy statement and holding a stockholders meeting, a second-step, long-form merger often is an expensive formality for a corporation that is, after a successful first-step tender or exchange offer, controlled by a stockholder holding sufficient shares to approve a long-form merger.
Although regulatory and market-based remedies to this situation, such as subsequent offering periods, top-up options and dual-track structures, have been developed over time, the existing solutions have not proven to be effective to eliminate uncertainty as to whether a short-form merger may be utilized. Subsequent offering periods do not guarantee that the acquiror will reach the required 90 percent threshold. Top-up options are dependent on the target’s authorized capitalization and cannot be utilized in all transactions. Dual-track processes may save time2 compared to running consecutive processes for the first-step offer and second-step merger, but they avoid little, if any, of the expense of the long-form merger process and do not eliminate the uncertainty as to whether the stockholder meeting to approve the merger will be held contemporaneously with the closing of the tender or exchange offer.
Section 251(h): The New Solution
Section 251(h) remedies this situation by permitting merger agreements entered into after August 1, 2013, to contain a provision eliminating the need for a stockholder vote for a second-step merger following consummation of a tender or exchange offer if certain conditions are met.3 Section 251(h) thus eliminates the need for subsequent offering periods, top-up options and dual-track structures. Section 251(h) is an “opt-in” statute; it is applicable only if the merger agreement includes a provision electing Section 251(h) to apply. Further, Section 251(h) may not be used if the target’s certificate of incorporation expressly requires a stockholder vote to approve a merger, nor may it be used to circumvent a supermajority vote or separate class vote required by the target’s certificate of incorporation.
One of the worst calls in
n history.100percent convinced one of the wrongest posts in yahoos mb history
Andy.welcome to the stock mkt.
Go to sept 30.The old shift
Go to no cc
Go to inst investors hfs buying a year ago at 1.71 now 52c
Go to the slides release update a few weeks ago
Last but not least.
Go to bills presentation this week in nyc
It should not b puzzling to u anymore
go to oxgns history over the last 2 decades
Sauce what u talking bout.shorts looking to find some cover
Sauceboy short interest decreased 150k in jan and 200k in feb.lowest its been in months.
Please use facts to back up your pumping bs.u sold more and more like the old root
Outdid yourself pookie
Big macs and taidaikais paycheck
My bud went on a weekend Why rant .
unprevoked and out of nowhere.
even brought in scientist cliff
mice, going dark,dragging feet.playing ceo musical chairs
Bashing, thrashing and crashing