It appears that there have been several lawsuits filed. I do not know what any of them are alleging, but I suspect that they generally allege that VSH is breaching its fiduciary duties to the minority shareholders.
My $40 and $50 numbers were arbitrary. But, that said, I have no desire to sell my SILI stock.
As the press releases and SEC filings indicate, SILI has set up an allegedly independent board committee to "evaluate" the offer. There could be a variety of responses that include: (1) a finding that the offer is fair; (2) a finding that the offer is unfair; (3) a finding that some other price is fair; or (4) no findings at all. Since this committee will be talking to VSH during its investigation, my guess is that it will ultimately recommend some price that VSH also agrees to.
IMO, there is NO way that VSH gets to buy SILI at $28.82 a share. The NASDAQ site lists 60 institutions that together hold around 10% of SILI's stock as of 12-31-00. I do not know that there will be updated numbers before the end of Q1. Without disclosing how much I own, I will say that I own more than some of the entities listed as institutional holders.
VSH will not be able to force anyone to sell unless they are able to acquire at least 50% of the existing float; around 3 million shares.
For now, VSH's offer at least has the positive effect of setting a floor under SILI's stock price. Unfortunately, it also looks to be imposing a bit of a ceiling.
The only way we may be able to "vote" is by not tendering our stock at whatever price VSH ultimately offers for SILI stock. There will never be a formal "vote" by any shareholders. As I said before, I will not even seriously think about tendering unless the offer is north of $50 a share. However, I think there is little chance that VSH offers that much.
If VSH is serious about acquiring the remainder of the SILI stock, this may all end up getting resolved in the litigation.
Troy |
