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Biotech / Medical : Genomic Solutions-naz{GNSL}
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To: tuck who wrote (54)2/14/2001 10:38:00 PM
From: smh  Read Replies (2) of 93
 
Tuck,

I think you are on the right track. The following is no doubt pertinent.

"In the event our board receives a bona fide firm acquisition proposal that is not subject to further due diligence and not subject to any financing contingency, at a price that our board is prepared to accept, the purchase price per share will be the price set forth in the acquisition proposal, whether higher or lower than the price described above. In addition, if we receive such an acquisition proposal and PerkinElmer does not exercise its call right within five business days of receipt of the acquisition proposal, PerkinElmer may not exercise its right until the earlier of (a) the withdrawal or rejection of the acquisition proposal, (b) the modification of the price or value of the acquisition proposal in a manner adverse to us or to our stockholders; or (c) the 180th day after the receipt of the acquisition proposal".

I have no doubt that GNSL ownership and control is worth more to GNSL management (forget what large % they own) than PKI is required to pay. In fact, I am confident that management would be willing to buy the company themselves for more than anything PKI would be willing to pay. Only problem is how to finance a buyout offer - need to leverage what they already own - and need a partner equally convinced of the real value of the company. Perhaps this is the essence of the transaction referred to.

All may become clear very soon. It seems inescapable to me that this whole matter stems from the fact that GNSL is currently way undervalued.

Regards,
SMH

PS - Still don't know how they got themselves in this position. Don't begin to understand why the gave away the option in the first place.
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