I'm not a lawyer but there are provisions for termination in connection with a higher offer, see "RMT Partner Superior Proposal". I think that's customary in these deals that the board can deem a new offer to be more favorable and terminate the existing merger agreement. I haven't read the voting agreements but can't imagine that would p…
I'm not a lawyer but there are provisions for termination in connection with a higher offer, see "RMT Partner Superior Proposal". I think that's customary in these deals that the board can deem a new offer to be more favorable and terminate the existing merger agreement. I haven't read the voting agreements but can't imagine that would preclude Malone and board from carrying out their fiduciary duties being on the board of DISCK?
Section 10.4 - "Termination by RMT Partner" requires a "Triggering Event" - 10.4(a) Following a Triggering Event but prior to the time the RMT Partner Stockholder Approval is obtained.
A “Triggering Event” means the Voting Agreements or the provisions of this Agreement that obligate RMT Partner to hold the RMT Partner Stockholders Meeting are limited or invalidated for any reason, including as a result of a judicial determination"
In plain English, this means that unless you can get a court to throw out the voting agreement with Malone, there is no ability for DISCK to take an overbid. So, yes, the agreement is in fact written to preclude the exercise of the board's fiduciary duties unless the acquirer can get a Delaware court to say otherwise (to which, maybe - but it's a very high bar)
I'm not a lawyer but there are provisions for termination in connection with a higher offer, see "RMT Partner Superior Proposal". I think that's customary in these deals that the board can deem a new offer to be more favorable and terminate the existing merger agreement. I haven't read the voting agreements but can't imagine that would preclude Malone and board from carrying out their fiduciary duties being on the board of DISCK?
Section 10.4 - "Termination by RMT Partner" requires a "Triggering Event" - 10.4(a) Following a Triggering Event but prior to the time the RMT Partner Stockholder Approval is obtained.
A “Triggering Event” means the Voting Agreements or the provisions of this Agreement that obligate RMT Partner to hold the RMT Partner Stockholders Meeting are limited or invalidated for any reason, including as a result of a judicial determination"
In plain English, this means that unless you can get a court to throw out the voting agreement with Malone, there is no ability for DISCK to take an overbid. So, yes, the agreement is in fact written to preclude the exercise of the board's fiduciary duties unless the acquirer can get a Delaware court to say otherwise (to which, maybe - but it's a very high bar)