Plans for the Company. After the purchase of Shares by the Purchaser pursuant to the Offer, Parent may appoint its representatives to the Company's Board of Directors in proportion to its ownership of the outstanding Shares. See "The Merger Agreement--Board of Directors" above. Following completion of the Offer and the Merger, Parent intends to operate the Company as a subsidiary of Parent under the direction of Parent's management. Parent's principal reason for acquiring the Company is the strategic fit of the Company's operations with Parent's operations. Parent intends to continue to review the Company and its assets, corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel and to consider, subject to the terms of the Merger Agreement, what, if any, changes would be desirable in light of the circumstances then existing, and reserves the right to take such actions or effect such changes as it deems desirable. Such changes could include changes in the Company's corporate structure, operational headquarters, capitalization, management or dividend policy. APPRAISAL RIGHTS The holders of Shares do not have appraisal rights as a result of the Offer. However, if the Merger is consummated, holders of Shares at the Effective Time will have certain rights pursuant to the provisions of Sections 86 through 97 of the BCL (the "APPRAISAL PROVISIONS") to dissent and demand appraisal of their Shares. Under the Appraisal Provisions, dissenting stockholders who comply with the applicable statutory procedures will be entitled to demand payment of fair value for their stock. If a stockholder and the surviving corporation do not agree on such fair value, the stockholder will have the right to a judicial determination of fair value of such stockholder's Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such fair value in cash, together with any interest as determined by the court. Any such judicial determination of the fair value of Shares could be based upon factors other than, or in addition to, the price per Share to be paid in the Merger or the market value of the Shares. The value so determined could be more or less than the price per Share to be paid in the Merger. The foregoing summary of the Appraisal Provisions does not purport to be complete and is qualified in its entirety by reference to the Appraisal Provisions. FAILURE TO FOLLOW THE STEPS REQUIRED BY THE APPRAISAL PROVISIONS FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH RIGHTS. GOING-PRIVATE TRANSACTIONS Rule 13e-3 under the Exchange Act is applicable to certain "going private" transactions. The Purchaser does not believe that Rule 13e-3 will be applicable to the Merger unless the Merger is consummated more than one year after the termination of the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the fairness of the Merger and the consideration offered to minority stockholders in the Merger be filed with the Commission and disclosed to stockholders prior to the consummation of the Merger.
Appears in 1 contract
Samples: Alcon Holdings Inc
Plans for the Company. After the purchase of Shares by the Purchaser pursuant to the OfferIt is expected that, Parent may appoint its representatives to the Company's Board of Directors in proportion to its ownership of the outstanding Shares. See "The Merger Agreement--Board of Directors" above. Following completion of initially following the Offer and the Merger, the business and operations of the Company will, except as set forth in this Offer to Purchase, be continued by the Company substantially as they are currently being conducted. Parent currently has no immediate plans to change the Company's management. Following consummation of the Merger, however, Parent intends to operate the Company as conduct a subsidiary review of Parent under the direction of Parent's management. Parent's principal reason for acquiring the Company is the strategic fit of the Company's operations with Parent's operations. Parent intends to continue to review the Company and its assets, its corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel and to consider, subject to the terms of the Merger Agreement, consider what, if any, changes would be desirable in light of the circumstances which then existing, and reserves the right to take such actions or effect such changes as it deems desirableexist. Such changes Changes could include the acquisition or disposition of assets or other changes in the Company's capitalization, dividend policy, corporate structure, operational headquartersbusiness, capitalizationcertificate of incorporation, management bylaws, board of directors or dividend policymanagement. APPRAISAL RIGHTS GOVERNING LAW. The holders Merger Agreement and the other transaction agreements are governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws provisions thereof. THE SUPPORT AGREEMENTS As a condition to entering into the Merger Agreement and making the Offer, the Purchaser Group has required that each of Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, RHP Vineyards, Inc, X.X. Xxxxxxxx Vineyard, Inc., Xxx Xxxx, Xxxxxx Xxxxx and Xxxxx Xxxxxx (the "Key Stockholders") enter into a Support Agreement (the "Support Agreements"). As of August 25, 2000, the Key Stockholders owned approximately 2,219,614 Shares do and 387,060 options to purchase Shares in the aggregate, representing 33.2% of the Shares then outstanding and 29.5% of the Shares on a fully diluted basis before any options or warrants have been tendered for cancellation. Pursuant to the Support Agreements, each Key Stockholder has agreed: - to tender and not have appraisal rights as a result withdraw, pursuant to and in accordance with the terms of the Offer. However, if the Merger is consummated, holders of Shares at the Effective Time will have certain rights pursuant to the provisions of Sections 86 through 97 all of the BCL Shares owned by such Key Stockholder (the "APPRAISAL PROVISIONSOwned Shares") ), and - not to dissent and demand appraisal of their Shares. Under vote the Appraisal Provisions, dissenting stockholders who comply with the applicable statutory procedures will be entitled to demand payment of fair value for their stock. If a stockholder and the surviving corporation do not agree on such fair value, the stockholder will have the right to a judicial determination of fair value of such stockholder's Owned Shares (exclusive in favor of any element of value arising from Competing Transaction during the accomplishment or expectation of time the Merger) and to receive payment of such fair value Support Agreement is in cash, together with any interest as determined by the court. Any such judicial determination of the fair value of Shares could be based upon factors other than, or in addition to, the price per Share to be paid in the Merger or the market value of the Shareseffect. The value so determined could be more or less than the price per Share to be paid in the Merger. The foregoing summary of the Appraisal Provisions does not purport to be complete and is qualified in its entirety by reference to the Appraisal Provisions. FAILURE TO FOLLOW THE STEPS REQUIRED BY THE APPRAISAL PROVISIONS FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH RIGHTS. GOING-PRIVATE TRANSACTIONS Rule 13e-3 under the Exchange Act is applicable to Support Agreements provide that, with certain "going private" transactions. The Purchaser does not believe that Rule 13e-3 exceptions, each Key Stockholder will be applicable to the Merger unless the Merger is consummated more than one year after the termination of the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the fairness of the Merger and the consideration offered to minority stockholders in the Merger be filed with the Commission and disclosed to stockholders prior to the consummation of the Merger.not:
Appears in 1 contract
Plans for the Company. After The Company does not currently have any operations. Following the completion of the Offer, the Purchaser may propose one or more transactions with the Company, which may include the lending of funds by the Company at competitive interest rates or even the liquidation of the Company. The Purchaser has not finalized any such plans or proposals. REVERSE SPLIT. Following the purchase of Class A Shares by the Purchaser pursuant to this Offer, the Purchaser may propose to the Company that the Company effectuate a 50,000 to 1 reverse stock split of the Class A Shares and the Class B Shares, with fractional shares paid in cash at the Offer Price (on a pre-split basis). The effect of such a reverse stock split may be to further reduce the number of holders of Class A Shares and Class B Shares; however, as the Company has already filed a Form 15 with the Commission, the Company's reporting obligations and registration status should not be further impacted by the Reverse Split other than by making it less likely that in the near future the number of stockholders of the Company would rise to a level that would require the Company to re-register with the Commission. Such a reduction may further limit the liquidity of the Class A Shares and the Class B Shares and may have the effect of cashing out stockholders of the Company that chose not to tender their Class A Shares pursuant to this Offer. Assuming the Minimum Condition is met, the Purchaser, with the Class A Shares and Class B Shares subject to the Lock-Up and Voting Agreement, will have sufficient votes to approve the Reverse Split. See Section 7. Except as otherwise described in this Offer to Purchase, the Purchaser has no current, definite plans or proposals that would relate to, or result in, any extraordinary corporate transaction involving the Company. The Tender Offer Agreement provides that, commencing upon the purchase of the tendered Class A Shares pursuant to the Offer, Parent may appoint its representatives and from time to the Company's Board of Directors in proportion to its ownership of the outstanding Shares. See "The Merger Agreement--Board of Directors" above. Following completion of the Offer and the Mergertime thereafter, Parent intends to operate the Company as a subsidiary of Parent under the direction of Parent's management. Parent's principal reason for acquiring the Company is the strategic fit of the Company's operations with Parent's operations. Parent intends to continue to review the Company and its assets, corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel and to consider, subject to the terms of the Merger Agreement, what, if any, changes would be desirable in light of the circumstances then existing, and reserves the right to take such actions or effect such changes as it deems desirable. Such changes could include changes in the Company's corporate structure, operational headquarters, capitalization, management or dividend policy. APPRAISAL RIGHTS The holders of Shares do not have appraisal rights as a result of the Offer. However, if the Merger is consummated, holders of Shares at the Effective Time will have certain rights pursuant to the provisions of Sections 86 through 97 of the BCL (the "APPRAISAL PROVISIONS") to dissent and demand appraisal of their Shares. Under the Appraisal Provisions, dissenting stockholders who comply with the applicable statutory procedures Purchaser will be entitled to demand payment designate directors to serve on the Board of fair value for their stock. If a stockholder and the surviving corporation do not agree on such fair value, the stockholder will have the right to a judicial determination of fair value of such stockholder's Shares (exclusive of any element of value arising from the accomplishment or expectation Directors of the MergerCompany as described below under "The Tender Offer Agreement-Board of Directors." THE TENDER OFFER AGREEMENT The following is a summary of certain provisions of the Tender Offer Agreement, which is filed as an Exhibit to the Tender Offer Statement on Schedule 14D-1 filed with the Purchaser with the Commission in connection with the Offer (the "Tender Offer Statement") and to receive payment of such fair value in cash, together with any interest as determined is incorporated herein by the courtreference. Any such judicial determination of the fair value of Shares could be based upon factors other than, or in addition to, the price per Share to be paid in the Merger or the market value of the Shares. The value so determined could be more or less than the price per Share to be paid in the Merger. The foregoing Such summary of the Appraisal Provisions does not purport to be complete and is qualified in its entirety by reference to the Appraisal Provisions. FAILURE TO FOLLOW THE STEPS REQUIRED BY THE APPRAISAL PROVISIONS FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH RIGHTS. GOING-PRIVATE TRANSACTIONS Rule 13e-3 under the Exchange Act is applicable to certain "going private" transactions. The Purchaser does not believe that Rule 13e-3 will be applicable to the Merger unless the Merger is consummated more than one year after the termination of the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the fairness of the Merger and the consideration offered to minority stockholders in the Merger be filed with the Commission and disclosed to stockholders prior to the consummation of the MergerTender Offer Agreement.
Appears in 1 contract
Samples: Mobley Environmental Services Inc
Plans for the Company. After the purchase of Shares by the Purchaser pursuant to the Offer, Parent may appoint its representatives to the Company's Board of Directors in proportion to its ownership of the outstanding Shares. See "The Merger Agreement--Board of Directors" above. Following completion of the Offer and the Merger, Parent intends to operate the Company as a subsidiary of Parent under the direction of Parent's management. Parent's principal reason for acquiring the Company is the strategic fit of the Company's operations with Parent's operations. Parent intends to continue to review the Company and its assets, corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel and to consider, subject Pursuant to the terms of the Merger Agreement, whatpromptly upon the purchase of and payment for any Shares pursuant to the Offer, Parent currently intends to seek maximum representation on the Company Board, subject to the requirement in the Merger Agreement that if anyShares are purchased pursuant to the Offer, changes would prior to the Effective Time the Company Board will always have at least two members who are neither officers, directors, shareholders nor designees of Purchaser of any of its affiliates, and the Company will continue to comply with the Nasdaq National Market requirements with respect to independent directors. Purchaser currently intends, as soon as practicable after consummation of the Offer, to consummate the Merger. Except as otherwise provided herein, it is expected that, initially following the consummation of the Offer, the business and operations of the Company will, except as set forth in this Offer to Purchase, be desirable in light continued substantially as they are currently being conducted. Parent will continue to evaluate the business and operations of the Company during the pendency of the Offer and, after the consummation of the Offer and the Merger, will take such actions as it deems appropriate under the circumstances then existing. Parent intends to seek additional information about the Company during this period. Thereafter, Parent intends to review such information as part of a comprehensive review of the Company's business, operations, capitalization and reserves management with a view to optimizing development of the Company's potential in conjunction with Parent's business. As a result of the completion of the Offer, the interest of Parent in the Company's net book value and net earnings will be in proportion to the number of Shares acquired in the Offer. If the Merger is consummated, Xxxxxx's interest in such items and in the Company's equity generally will equal 100% and Parent and its subsidiaries will be entitled to all benefits resulting from such interest, including all income generated by the Company's operations and any future increase in the Company's value. Similarly, Parent will also bear the risk of losses generated by the Company's operations and any future decrease in the value of the Company after the Merger. Subsequent to the Merger, current shareholders of the Company will cease to have any equity interest in the Company, will not have the opportunity to participate in the earnings and growth of the Company after the Merger and will not have any right to take vote on corporate matters. Similarly, shareholders will not face the risk of losses generated by the Company's operations or decline in the value of the Company after the Merger. The Shares are currently traded on the Nasdaq National Market. Following the consummation of the Merger, the Shares will no longer be listed on the Nasdaq National Market and the registration of the Shares under the Exchange Act will be terminated. Accordingly, after the Merger there will be no publicly-traded equity securities of the Company outstanding and the Company may no longer be required to file periodic reports with the Commission. See Section 13--"Certain Effects of the Offer." It is expected that, if Shares are not accepted for payment by Purchaser pursuant to the Offer and the Merger is not consummated, the Company's current management, under the general direction of the current Company Board, will continue to manage the Company as an ongoing business. Except as described above or elsewhere in this Offer to Purchase, Purchaser and Parent have no present plans or proposals that would relate to or result in (i) any extraordinary corporate transaction involving the Company or any of its subsidiaries (such actions as a merger, reorganization, liquidation, relocation of any operations or effect such changes as it deems desirable. Such changes could include changes sale or other transfer of a material amount of assets), (ii) any sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (iii) any change in the Company Board or management of the Company, (iv) any material change in the Company's capitalization or dividend policy, (v) any other material change in the Company's corporate structurestructure or business, operational headquarters, capitalization, management or dividend policy. APPRAISAL RIGHTS The holders (vi) a class of Shares do not have appraisal rights as a result securities of the Offer. However, if Company being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association or (vii) a class of equity securities of the Merger is consummated, holders Company being eligible for termination of Shares at the Effective Time will have certain rights registration pursuant to the provisions of Sections 86 through 97 Section 12(g) of the BCL (the "APPRAISAL PROVISIONS") to dissent and demand appraisal of their Shares. Under the Appraisal Provisions, dissenting stockholders who comply with the applicable statutory procedures will be entitled to demand payment of fair value for their stock. If a stockholder and the surviving corporation do not agree on such fair value, the stockholder will have the right to a judicial determination of fair value of such stockholder's Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such fair value in cash, together with any interest as determined by the court. Any such judicial determination of the fair value of Shares could be based upon factors other than, or in addition to, the price per Share to be paid in the Merger or the market value of the Shares. The value so determined could be more or less than the price per Share to be paid in the Merger. The foregoing summary of the Appraisal Provisions does not purport to be complete and is qualified in its entirety by reference to the Appraisal Provisions. FAILURE TO FOLLOW THE STEPS REQUIRED BY THE APPRAISAL PROVISIONS FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH RIGHTS. GOING-PRIVATE TRANSACTIONS Rule 13e-3 under the Exchange Act is applicable to certain "going private" transactions. The Purchaser does not believe that Rule 13e-3 will be applicable to the Merger unless the Merger is consummated more than one year after the termination of the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the fairness of the Merger and the consideration offered to minority stockholders in the Merger be filed with the Commission and disclosed to stockholders prior to the consummation of the MergerAct.
Appears in 1 contract
Plans for the Company. After If a majority of the purchase of outstanding Shares are purchased by the Purchaser pursuant to the Offer, Parent may appoint designate its representatives to as a majority of the Company's Board of Directors in proportion to its ownership of the outstanding Shares. See "The Merger Agreement--Board of Directors" above. Following completion of the Offer and the Merger, Parent intends to operate Parexx'x xealthcare and senior living business will be combined with the Company and will operate as a separate indirect subsidiary of Parent under the direction of Parent's managementPurchaser. Parent's principal reason for acquiring the Company is the strategic fit of the Company's operations with Parent's operations. Parent intends to continue to review the Company and its assets, corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel and to consider, subject to the terms of the Merger Agreement, what, if any, changes would be desirable in light of the circumstances then existing, and reserves the right to take such actions or effect such changes as it deems desirable. Such changes could include changes in the Company's corporate structure, operational headquarters, capitalization, management or dividend policy. APPRAISAL RIGHTS The So long as there are holders of Shares other than Parent or any of its subsidiaries, Parent expects that the Board of Directors of the Company will not declare dividends on the Shares; therefore unless the Offer is extended past March 30, 2001, the Company would not expect to declare any additional dividends. Dissenters' Rights THE FOLLOWING DESCRIPTION OF CERTAIN PROVISIONS OF THE GBCC IS NOT NECESSARILY COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE GBCC. Shareholders do not have appraisal dissenters' rights as a result of the Offer. However, if the Merger is consummated, holders shareholders of Shares the Company at the Effective Time will have certain rights pursuant to the provisions of Sections 86 through 97 time of the BCL (Merger who do not vote in favor of the "APPRAISAL PROVISIONS") to dissent Merger and demand appraisal of their Shares. Under the Appraisal Provisions, dissenting stockholders who comply with the applicable all statutory procedures will be entitled to demand payment of fair value for their stock. If a stockholder and the surviving corporation do not agree on such fair value, the stockholder requirements will have the right under the GBCC to a judicial determination of fair value of such stockholder's Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) demand and to receive payment of such fair value in cash, together with any interest as determined by the court. Any such judicial determination cash of the fair value of their Shares could be based upon factors other than, or in addition to, the price per Share to be paid in the Merger or the market value of the Shares. The value so determined could be more or less than the price per Share to be paid in the Merger. The foregoing summary of the Appraisal Provisions does not purport to be complete and is qualified in its entirety by reference outstanding immediately prior to the Appraisal Provisions. FAILURE TO FOLLOW THE STEPS REQUIRED BY THE APPRAISAL PROVISIONS FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH RIGHTS. GOING-PRIVATE TRANSACTIONS Rule 13e-3 under the Exchange Act is applicable to certain "going private" transactions. The Purchaser does not believe that Rule 13e-3 will be applicable to the Merger unless the Merger is consummated more than one year after the termination of the Offer. If applicable, Rule 13e-3 requires, among other things, that certain financial information concerning the fairness effective date of the Merger and the consideration offered to minority stockholders in the Merger be filed accordance with the Commission and disclosed to stockholders prior to the consummation Article 13 of the MergerGBCC.
Appears in 1 contract
Samples: Yorkmont One Inc
