Yeah, certainly a chance, IMHO. Consider this: 2 other buyers were reportedly sniffing around late, analysts are saying VRX got it cheap (you saw what that did when the deal was announced), and the break fee is about 3% of EV, which is standard. We'll see.
The fear is that the CME deal will be voted down, and that the board will not agree to the tender condition (2/3 board representation), leaving no deal. It seems ridiculous to think that the board would not take the $6.10 deal, but it certainly seems possible, based on what has transpired to date. Good luck.
Anyone have an intelligent guess as to the mix of cash and stock in CME's $5.85 offer? I could not find it in the PR. Are we supposed to assume something, or did I just miss it somewhere? I don't like assuming things.
It would seem that the board has Revlon duties to take the higher bid. I wonder if the arbs/BGC have enough shares to vote this down. We know mgmt has at least 40%
DEFM14A is in. I didn't see anything too scary, but I've been wrong before. Sometimes, in arb, you get the "damaged goods" syndrome, which means arbs who were hosed don't reenter, no matter what, even if the reason for being hosed as been removed. (In my case, I was stopped out on the MSFT news (not one of my finer moments), but at least I had the good sense to reenter when it became an apparent non-issue. Many other arbs will not). Suspect, unless there are warts in the DEFM14A or credit markets, that the spread will start to close now. Good luck everyone.
I don't read it much. Most of the articles are garbage. I just created an acct there cause its easier to deal with than Yahoo, and AT suggested it. Have no idea if you can create a private board there.
I have not. I'm not too good with CVRs. The one to look at, tho, IHMO, is SWY. Loaded to gills in the name right now. You get $34.83 or so worth of cash for $35, and 2 CVRs. One is only worth about 7 cents, but I think the other could be worth north of $1.50. Minimum, IMHO, based on earlier presentations, is $1.15, but I suppose things may have changed. DYODD of course. As I said, I'm not too good with CVRs. BTW, AT and I are on SA. I haven't figured out really how to use it yet, but I think we can just post instablogs, and then comment on them. Looks alot easier to use than YHOO, which, IMHO, has become pretty worthless.
Unless you are an arb, or wish to defer taxes to next year, it seems silly to not simply sell on the open market when the price is near 17 and move onto other things. JMHO, of course.
The shareholder vote is 1/6. There is no board vote needed, and there is no dividend (this has already been covered). Under Israeli law, the deal cannot close before 2/5. Also, you may get less that 8.97; read the proxy for details. HTH
If you nothing, and the tender offer is successful, after the squeezout merger which follows, it will take 30 days to get your money.
I just reread the MAE section of the merger agreement, and I am simply not seeing the carveout you are seeing. I guess that is what makes a market. The only mention of contractual that I see is carveout clause (viii), which, by my reading, only applies only if the merger agreement in and of itself caused a contractaul failure. So, I guess this can go back to the "hardball" argument: Microsoft can read the MA as well, and play hardball. I am not a lawyer either, and whether that line of thinking would fly in court, I can't say. But no matter, as I said, deal most likely will not be financed if that revenue is lost.
As other posters have suggested, the MAC clause of the merger agreement is what would allow them to walk. The question would be, would a loss of this contract, which amounts to a third of revenues, be considered a Material Adverse Event. The market, as do many posters on this board, believe it would be. Even it it isn't, they likely could not get the deal financed anyway with this loss of revenue.
The fact that this was a possibility doesn't matter. It should have been carved out of the MAC (at least from DRIV's point of view), but it wasn't.
"I wonder what is the hold up on the merger closing?"
It is still being reviewed by antitrust authorities. I've never heard that it was supposed to close in November. In fact, the merger agreement requires the payment of a ticking fee if the close date extends past 3/5/15.
I bought more. The problem is the cost of deal failure, not the probability of close, IMHO. It all gets fed into the bot's arb models. That's my take, FWIW
"it would not be surprising for MSFT to play hardball at this crucial contract renegotiating time. They can read the prelim proxy too"
Maybe, but it looks like the negotiations went south before the prelim was filed. I guess they could have taken the privileged info from the meetings back and said hey, we've got these fools over a barrel. What a muddle.
I'll admit I'm a little less sanguine. Is negotiating a better financial deal on this really material to MSFT'? I can empathize with another poster tho -- bad optics outsourcing this when they are out trying to win similar business. New CEO, new way of looking at things. I'll admit I don't know all the particulars here, whether this is the same as "cloud" business, but i can see how the optics look bad, at least at the executive level.
I'm betting another 6 or 7 down if the MSFT deal fails, so it looks like the market is giving it about a 50/50 at this point. Disclosure: I was stopped out at 20.4 or so; not the best trade of my career for sure.
Good luck. 32% of revs at stake according to the last 10-K. Tough to make the PE numbers work in that case.
AT - I could not find you on SA. And if you left a link here, Yahoo deleted your message. Agree Yahoo boards are worthless; they delete your message here, but check the HAL board for example. Idiotic.