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Posts Tagged ‘Mergers and Acquisitions’

Who wants to be a public company?

As described in this Bloomberg article, shareholders have sued the directors of Onyx Pharmaceuticals for a breach of their fiduciary duty in approving a merger with Amgen Inc. The related SEC filings by Onyx and Amgen provide a nice window into the burdens of being a public company.

On Aug. 26, Onyx filed an 8-K reporting the consummation of the merger agreement just two days earlier (and an identical Form SC to-C, “Written communication relating to an issuer or third party”); two Schedule 14D-9’s providing required disclosures by an issuer regarding a third-party tender offer and a letter to Onyx customers apprising them of the merger; and a tender offer statement attaching the transcript and slideshow presentation for an Aug. 26 conference call with analysts. On Aug. 27, it filed another Schedule 14D-9 comprising a Q&A on the merger for its employees. On Aug. 26, Amgen filed its 8-K (and matching Form SC to-C) on the merger, and its tender offer statement on the Aug. 26 analyst call. On Sep. 3, both Onyx and Amgen filed a statement of the tender offer on Schedule TO, and Onyx filed its shareholder solicitation and recommendations on Schedule 14D-9.

Between Aug. 28 and Sep. 4, various plaintiffs filed six class actions alleging a breach of fiduciary duty by the Onyx directors. On Friday, Sep. 6, Onyx and Amgen filed amended Schedule 14D-9s that briefly describe the lawsuits. Stay tuned for Monday’s filings!

Barry Portnoy, the anti-Trump of American real estate, is being dragged into an uncomfortable spotlight in a drawn-out legal battle for part of his empire.

Legal Battle Lifts Profile of a Quiet Empire – NYTimes.com.

Hostile takeovers are falling by the side. Defense methods such as the poison pill and heavy lobbying have proven to be effective.

With Fewer Barbarians at the Gate, Companies Face a New Pressure – NYTimes.com.

Yahoo, Inc. announced today it reached an all cash purchase deal with the popluar social media sharing company tumblr, valued at $1.1 billion.   Yahoo’s gamble on tumblr has been its most agressive move since Marissa Mayer, Yahoo’s new CEO and former Google executive, joined the company last year.   Mayer has attempted to rebrand the established internet company and Tumblr’s younger generation of users may pay off for Yahoo who desperately needs revenue growth to sure up Wall Street, but is it worth the price tag?    

Yahoo buys tumblr

Difficult Choices Ahead for Dell Board

Apr
1
Author: Nader Jarun

Reports that both the Blackstone Group and Carl C. Icahn have submitted preliminary bids for Dell now set off a highly choreographed dance of next steps. And the developments highlight the difficult choices that the Dell board now faces.

The two bids were submitted this weekend because of the terms of the acquisition agreement among Dell, Silver Lake and Michael Dell.

Under this agreement, the parties agreed to a “go-shop” period. In this case, the “go-shop” provides for a 45-day period during which the Dell board can freely solicit and speak to other bidders. This type of provision, though not required under the law, is common in private equity deals.

Please click the link to read more Difficult Choices Ahead

Dell Going Shopping

Mar
25
Author: Nader Jarun

The two bids were submitted this weekend because of the terms of the acquisition agreement among Dell, Silver Lake and Michael Dell. Under this agreement, the parties agreed to a “go-shop” period. In this case, the “go-shop” provides for a 45-day period during which the Dell board can freely solicit and speak to other bidders.

Please read more, Dell Going Shopping

Merger litigation is when plaintiffs’ lawyers bring class-action lawsuits challenging an acquisition transaction. It’s a big issue these days because once you’ve announced a deal, you are likely to get sued. Last year, 92% of all transactions with a value greater than $100 million experienced litigation.

Read more Merger Litigation