Are Shareholders Being Screwed?, page-3

There are clauses within the Scheme of Arrangement (current agreement which is in force) which relate to termination of the agreement buy either PNC or Carlyle. It is highly unlikely that PNC will want to terminate this agreement based on the long and arduous negotiations which occurred in the first place. It would be better to examine the likelihood of termination by the bidder. The main out by a bidder seems to be any "material adverse change" within the scheme and which is triggered by PNC. There are others but this appears to be the main one. IMO this clause is about PNC internal activities and continuation of its business in a profitable manner consistent with its past history. There is no mention of adverse external pressures relating to share price or economic conditions. One never knows how it is possible for Commercial Law solicitors to interpret such expressions or what sort of penalties would arise from termination in the form of a breach to finalise or progress the finalistaion of the scheme. It seems that has been left to common law. There would also be some demands from lenders under the new funding arrangements. Carlyle are a multibillion dollar private equity entity and my feeling is that this deal is pretty much peanuts to them. While this current Covid-19 scenario might be a very big economic event for what is currently an uncertain period IMO Carlyle would be seeing this deal as small fish in their very big pond and there are bigger fish to worry about with probably more ramifications to their bottom line than a PNC type business.