Control contests slides--Time-Warner and Paramount-QVC (1)
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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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53
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150,000
Land
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120,000
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600,000
600,000
900,000
Patented technology
100,000
0
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300,000
120,000
150,000
Long-term debt
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10
fo
Strauch Company had one class of share capital outstanding
and no other securities that are potentially convertible into
ordinary shares. During 2021, 120,000 shares were
outstanding.
a.
b.
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C.
d.
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Pr
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Du
20
sh.
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c. 18.75
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pa
WE
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a. 30,00
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b.
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