contactsanna.blogg.se

The transaction does not provide for any termination or “break-up” fees. The transaction requires the receipt of “majority of the minority” shareholder approval of the transaction and provides an opportunity for EMCI’s shareholders to exercise their appraisal rights in connection with the proposed transaction.

It ultimately determined that EMCC’s proposed transaction is in the best interests of EMCI and its minority shareholders and unanimously recommended the transaction to EMCI’s board, which approved the transaction (with Kelley recusing himself). The special committee reviewed EMCC’s proposal and considered other options available to EMCI. Kelley, president, chief executive officer and a director of both EMCI and EMCC, recused himself from all of EMCI’s and EMCC’s respective discussions, considerations, recommendations and votes with respect to the proposed transaction.

In response to EMCC’s original proposal, the EMCI board of directors formed a special committee comprised of independent directors. It also represents a 27% premium to EMCI’s $28.44 book value per share as of March 31, 2019, a 16% premium to EMCI’s 52-week closing high prior to the public announcement of EMCC’s original proposal and an increase of 20% over EMCC’s originally proposed purchase price of $30.00 per share. 15, 2018, the last trading day prior to the public announcement of EMCC’s original proposal to acquire 100% ownership of EMCI. The $36.00 per share purchase price represents an approximate 50% premium to the $23.99 closing market price of EMCI’s common stock on Nov. EMCC has formed a new wholly owned subsidiary to be merged into EMCI.