John and thread,
RE ""As set forth in the Combination Agreement, STEAG may terminate the
Combination Agreement if the 20- trading-day average closing price of Mattson's
common stock measured two business days prior to the proposed closing of the
business combination is below $15.78 per share. In addition, STEAG may
terminate the Combination Agreement if the 20 trading day average closing price
of Mattson's common stock measured two business days prior to the proposed
closing of the business combination is below $20.00 per share, unless Mattson
elects to pay, in the form of a 3-year promissory note, the product obtained by
multiplying 11,850,000 by the difference between $20.00 and such 20-trading-day
average common stock closing price. See "The Strategic Business Combination
Agreement--Termination."
Let's look at this one more time.
The above IS NOT exactly the way the prospectus I got
today reads.
From page 17 the part form above that starts with the sentence "In addition.........":
"In addition, STEAG may
terminate the Combination Agreement if the 20 trading day average closing price
of Mattson's common stock measured two business days prior to the proposed
closing of the business combination is above $15.78 but below $20.00 per share, unless Mattson
elects to pay, in the form of a 3-year promissory note, the product obtained by
multiplying 11,850,000 by the difference between $20.00 and such 20-trading-day
average common stock closing price.
The KEY part being "above $15.78 but below $20".
That was not in the original post I read here.
So, it would seem at MTSN current price, MTSN will NOT
have to pay, BUT STEAG has the option to cancel.
MTSN < $15.78 = Steag may terminate
MTSN > $15.78 and < $20.00 MTSN pays or STEAG can terminate,
BUT, MTSN does not have to pay.
___________________________________________________________
Also on page 17, there are termination fees that would cost
MTSN to call off the deal as high as $20 million.
Looks like MTSN's best position based on stock price and
the deal terms is to continue on with it as intended, and
let STEAG be the one to terminate if they wish.
________________________________________________________
Another point, unrelated.
I know in todays tech world of mergers there is always
"goodwill" which needs to be amortized, but we're looking
at $20 million per a quarter for 5 years for a $400 million
total. That is going to have a huge effect on EPS is it not??
It is no wonder many investors are having a "wait and see"
attitude with MTSN now.
That's all for now, or I could be up all night with this.
I would certainly like to see an in depth discussion of
these and other issues related the the merger.
Regards, Eric. |
