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Biotech / Medical : Genomic Solutions-naz{GNSL}

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To: tuck who wrote (53)2/14/2001 10:56:40 AM
From: tuck  Read Replies (1) of 93
 
smh,

Since the PKI documents are currently sealed, and GNSL didn't say much, it's hard indeed to know what's going on. Rereading the language from the S-1 that you posted

Message 15078916

the way this is supposed to work is clear to me now. I can't see anything but an outright takeover by another company being a problem. All the stock PKI doesn't own is callable, and PKI can make GNSL call it for roughly another year and a half, subject to these pricing conditions:

By my reckoning, PKI is in the period at which they can exercise for $6.75/share, or 120% of the 30 day average, or 120% of the closing price, whichever is greater. Currently the latter is greater, and would mean ~$9/share.

>>Alternatively, the purchase price for our callable common stock paid by PerkinElmer could equal the price of any third-party offer received by us and which our board of directors is prepared to accept, whether higher or lower than the prices described above. PerkinElmer is prohibited from exercising its right until the earlier of 181 days following completion of this offering or 270 days after January 27, 2000.<< Emphasis mine.

This is where things get fuzzy. Could an offer be on the table? Despite what I was told in Palm Springs, could PKI be interested, and is figuring this is an illegitimate offer to pump up the price it would have to pay, solicited by GNSL in an attempt to discourage PKI from buying? The idea being that after months of negotiation, the offer would "fall through," but then PKI's takeout price would be higher. Something like that, I guess.

Cheers, Tuck
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