This made me laugh. OF COURSE the BOD and Executive Mgt will be getting the 'normal payoff'. What are you, a commie! It can take a lot of different forms, all legal, from fees to straight out stock grants, to retention bonuses and more. They are well focused on their fiduciary obligations.................... to their personal bank account.
There are very specific reasons Costamagna is voting no: “Westport’s entry into the Cartesian investment agreement fundamentally changed the landscape of the company with which FSS negotiated the merger agreement and represented a clear breach of the terms of the merger agreement.”
I won't bore you with more quotes but the details included, dilution to stockholders, consent rights, ownership of Westport assets, and a board position to name a few. He specifically sights the last quarterly report showing the financial trajectory of the company being negative. Considering this is an equity deal, he and all of us, would end up owning shares of Westport. Who in their right mind would want to jump on a sinking ship?
This company is run like an elementary school playground. Imagine the founder and CEO writing a public letter to vote no. Doesn’t he have any control/influence over the board other than writing a public letter. The whole group of these guys are buffoons. I can’t stop laughing. If there is not capitulation by the supporters of the deal, we will see the real motivation of the deal makers made public. Reminds me of the GOP primary- little boys on the playground. Too funny!
Of course, there is another possibility here and that is CEO and Board orchestrate an 11th hour squeeze on the acquirer to up the price. It is bush league but I have more respect for that than people on the same team communicating through public letters!