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03/08/22
17:31
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Originally posted by JoCool:
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From the Scheme a superior bid is after Resapp obtains legal and financial advice. How long does it take to get legal and financial advice? Would Pfizer be informed before the legal or financial advice was obtained? I guess they would. I'm sure that Pfizer could put a matching offer without Resapp having to disclose the competing bid. Just my opinion of cause.Superior Proposal means a bona fide written Competing Proposal received by ResApp that: (a) is of the kind referred to in any of paragraph (b), (c) or (d) of the definition of Competing Proposal. other than any licensing of ResApp’s Intellectual Property Rights; (b) did not result from a breach by ResApp by any of its obligations in clause 11; (c) the ResApp Board determines, acting in good faith and in order to satisfy what theResApp Board considers to be the ResApp Directors’ statutory or fiduciary duties, and after having obtained advice from ResApp's external legal and financial advisers: (i) is reasonably capable of being valued and reasonably capable of being completed in accordance with its terms; and (ii) would, if completed substantially in accordance with its terms, result in a transaction that is more favourable to ResApp Shareholders than the Transaction, in each case taking into account all aspects of the Competing Proposal, including the terms of the Competing Proposal, the price and/or value of the Competing Proposal, any conditions, timing considerations and any other matters affecting the probability of the Competing Proposal being completed in accordance with its terms, the identity, expertise, reputation and financial condition of the person making the proposal, and legal, regulatory and financial matters.
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Surely in the interests of SH the board would have to note that they had received a superior offer from another party even if Pfizer counters it? What other reason would the offer be upped to 0.1c more than IER "conservative" fair value estimate if there wasn't someone else interested or already offering that. Maybe RAP can't announce anything but other interested party could?