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clock Created with Sketch. 24/09/19
17:27
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Originally posted by jogo:
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SLR have arranged a rather nasty Bid Agreement with our Board, as the following extract reveals. I read it that:9.2 Undertaking to pay Break Fee by Target Target undertakes to pay a compensating amount equal to the Break Fee , to the Bidder if any of the following events occurs : any of the Target Directors does not recommend the Takeove r Bid as described in clause 4.1 or recommend against, qualif ies their support of or withdraw s their recommendation or approval of the T akeover Bid; a Competing Proposal is announced or made during the Exclusivity Period and any of the Target Directors recommends that Competing Proposal or the third party who announced or made the Competing Proposal completes the Competing Proposal or acquires more th an 50% of the Target ; (c) a general meeting of the Target approves the implementation or taking of any step that would, or would be likely to, prevent a Bid Condition being satisfied or result in a Bid Condition not being satisfied; the Target does or the Target Directors do (or omit to do) anything (whether or not it may be permitted by the terms of this deed ) which results in any of the Bid Conditions in clauses 3 , 4 or 9 of Schedule 3 being breached, unless the Bidder declares the Takeover Bid free of the breached Bid Condition (which it may do so in its absolute discretion); there is a breach of clause 8 of this d eed by the Target; or the Target is in material breach of this deed (other than clause 8 ), and that material breach is not remedied within 5 Business Days of the Target receiving notice to remedy from the Bidder, provided in each case that a Break Fee will only be payable after the Offer has closed and provided that at that time the Bidder has not acquired (or gained enforceable rights to acquire) more than 90% of the Target Shares and no Break Fee will be payable where the Target terminates this deed in accordance with clause 11.1(a) , 11.1(c) , 11.1(d) or 11.2 .
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So, Cool Hand believes like Richard Nixon that "if you have them by the balls, their hearts and minds will follow". Tricky Cool Hand is quite a monicker to take into future negotiations. TCH also has perfected "talk softly (and infrequently) and carry a big stick. Shouldn't EGA shareholders be excited by the prospect of having a successful acquisitive ruthless bastard as their new CEO ? How good would that be ??
