Thursday, May 05, 2011

Proposal: The urge to merge

Timed out 7-0.—Yoda
Wow, that tested my knowledge of wiki formatting…

Adminned at 07 May 2011 12:15:27 UTC

If there is a dynastic rule entitled “Shareholder Meetings”, add the following subrules:

Merger Offer
A Shareholder Meeting post for a “Merger Offer” shareholder Meeting must include:
- An identification of the Corporation that is the Target (which must be a different Corporation than the Merger Offer was called for)
- A specification of whether the merger is a cash deal or a stock deal.
  - If the merger is a cash deal, the Shareholder Meeting post must specify an amount of Currency (which may be referred to as the “Cash Price”).
  - If the merger is a stock deal, the Shareholder Meeting post must specify two positive percentage amounts that sum to 100% (for example, 85% and 15%) and specify which of those percentages is the “Offeror Percentage” and which of those percentages is the “Target Percentage”
  - The deadline for the Corporation that is the Target Corporation to pass a “Merger Acceptance” Shareholder Meeting to close the merger.

This Corporation may be refered to as the “Offeror”.

If an Offeror passes a “Merger Offer” with respect to a particular target Corporation, that “Merger Offer” supersedes any previous “Merger Offer” that had previously been passed by that Offeror with respect to that target Corporation.

Merger Acceptance
This Shareholder Meeting may only be called if an Offeror Corporation passed a “Merger Offer” Shareholder Meeting identifying this Corporation as the Target Corporation, and if the deadline stated in that Merger Offer has not yet passed.  A Shareholder Meeting post for a “Merger Acceptance” Shareholder Meeting must reasonably specify which “Merger Offer” is being accepted, and should re-state the terms of the Merger Offer.  If the Merger Offer is a stock deal then the Merger Acceptance must specify the Record Date information for the Offeror as well as the Target.

Whin this Shareholder Meeting is approved, take the following steps in the following order:
If the Merger Offer is a cash deal:
    1. Increase the Offeror’s Worth by an amount equal to the Target’s Worth, then reduce the Target’s Worth to zero.
    2. If the Offeror’s Worth is less than the stated Cash Price of the Merger Offer, then the approval of this Merger Acceptance has no effect (and step 1, if already taken, should be undone).
    3. If the Offeror’s Worth is equal to or greater then the stated Cash Price, then:
          A.  Subtract an amount equal to the stated Cash Price of the Merger Offer from the Offeror’s Worth.
          B.  Increase the number of Credits of Currency held by each Investor who holds Shares of the Target Corporation by an amount equal to (the stated Cash Price * (A/100)), rounded down to the nearest integer, where A is the number of Shares of the Target Corporation held by that Investor per the Record Date information of the Merger Acceptance.
    4. Reduce the number of Shares of the Target Corporation held by all Investors to zero, and remove all references to the Target Corporation from the BN Index in light of the fact that the Target Corporation has ceased to exist.

If the Merger Offer is a stock deal:
    1. Increase the Offeror’s Worth by an amount equal to the Target’s Worth, then reduce the Target’s Worth to zero.
    2. Multiply the number of Shares of the Offeror held by each Investor who holds Shares of the Offeror per the Merger Acceptance Record Date Information by the Offeror Percentage stated in the Merger Offer, rounded down to the nearest integer.
    3. Award to each Investor who holds Shares of the Target per the Merger Acceptance Record Date Information a number of shares equal to (S * the Target Percentage), rounded down to the nearest integer, where S equals the number of Shares of the Target held by that Investor per the Merger Acceptance Record Date Information.
    4. If the application of steps 2 and 3 result in fewer than 100 Shares of Offeror being outstanding, award a number of shares of Offeror to the Market such that the Offeror has exactly 100 Shares outstanding.
    5. Reduce the number of Shares of the Target Corporation held by all Investors to zero, and remove all references to the Target Corporation from the BN Index in light of the fact that the Target Corporation has ceased to exist.

Comments

Yoda:

05-05-2011 19:10:58 UTC

Ok, so let me get this straight:

With a cash deal, the cash price is deducted from the combined worth and distributed to the Target Corporation’s stockholders.

With a stock deal, the stocks are divvied up based on the percentages put forth.

My only concern is the sentence “If an Offeror passes a “Merger Offer” with respect to a particular target Corporation, that “Merger Offer” supersedes any previous “Merger Offer” that had previously been passed by that Offeror with respect to that target Corporation.”  While the Merger Acceptance spells out which terms they are agreeing to, what happens if another merger offer is passed with different conditions?

Ely:

05-05-2011 19:33:30 UTC

tl dr imperial
will read soon maybe

spikebrennan:

05-05-2011 19:46:50 UTC

Yoda-
Yes, that’s the intent.
With respcet to the sentence about which you expressed concern, if a given Merger Offer is superseded by a subsequent Merger Offer, then the prior Merger Offer ceases to exist, so a Merger Acceptance could not be made with respect to it.  Also, “A Shareholder Meeting post for a “Merger Acceptance” Shareholder Meeting must reasonably specify which “Merger Offer” is being accepted, and should re-state the terms of the Merger Offer.”—this sentence should remove any possibility of confusion as to which Merger Offer is being accepted.

Yoda:

05-05-2011 21:48:20 UTC

Ok, that makes sense.  for

Winner:

05-05-2011 22:37:18 UTC

imperial

Travis:

05-05-2011 22:43:04 UTC

imperial

Roujo:

05-06-2011 02:50:26 UTC

imperial

Purplebeard:

05-06-2011 07:17:19 UTC

for Nice.