Control contests slides--Time-Warner and Paramount-QVC (1)

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Fordham University *

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0201

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Finance

Date

Jan 9, 2024

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pptx

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2

Uploaded by DeanWolverineMaster1147

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Time-Warner Time, Inc. Paramount Public Plan A: Time shares Plan B: Cash Warner, Inc. Merger agreement Public Cash tender offer 1. Signs stock-for-stock deal to be acquired by Time in reverse triangular merger. Includes: Share exchange agreement No-shop provision 2. Announces all-cash all-shares tender offer for Time at $175/share. Requires Time pull its poison pill Requires Time to rescind merger agreement with Warner 6. Raises bid to $200/share. 7. Sues to enjoin Time-Warner merger. 3. Determines Paramount’s offer is “inadequate.” 4. Asks NYSE to waive shareholder voting requirement. 5. Renegotiates merger agreement with Warner to make it a cash deal.
Paramount v. QVC Paramount QVC Public Viacom Redstone (controller) 85% of the vote Diller “Substantial” shareholder 1. Signs merger agreement to acquire Paramount for stock and cash: No-shop provision Termination fee of $100M Stock option agreement 3. Raises bid, offers cash in up-front tender offer in two-step merger 2. Announces cash tender offer (with shares on back end) conditioned on invalidation of Stock Option Agreement. No-shop provision Termination fee of $100M Stock option agreement 4. Raises bid to beat Viacom, asks for meeting with Paramount to negotiate 5. Refused bidding procedures proposed by QVC, ultimately rejected QVC’s bid as not in the best interests of shareholders 6. Refused to communicate with QVC, citing no-shop provision
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