Some more recent developments re: the 7.5% no-vote. I am in the process of doing research which I should have finalized on Wednesday of the General Corporation Laws of the state of Delaware with regards to demanding an appraisal by a Delaware Court of Chancery for dissenting shareholders (no-votes):
Some of the highlights are as follows:
a) You need to contact DRNK with in writing with your identity and let them know you demand an appraisal of your shares.
b) Within 60 days after the effective date of the merger, a stockholder has the right to withdraw his petition for appraisal. Once you pass the 60-day window, you are relegated to the valuation price computed by the court- you can no longer participate in the merger price.
c) The costs associated with the appraisal may or may not be passed back (pro-rata) to the petitioners.
The 8K says that the merger will not be consummated (SUBJECT TO WAIVER BY THE PARENT-TRY) if over 7.5% of the stockholders petition the court for an appraisal.
I will check with the most current Delaware law on Wednesday to ensure no significant changes have been made to the law - my info was from a 1995 book, but laws like this do not change very frequently.
There are other clauses, but these are the main ones I thought were worth mentioning.
Thus there is risk involved, but I think a rational appraisal would value a debt-free company with a trailing P\E of 20 (at a price 3.25) which is growing earnings at 100% and revenues at 40% to 50% higher than $3.25. I am not positive I am willing to risk my 17,000 shares, but I am thinking about it.
In order to get an idea of how many no-votes are out there, would all you readers who are contemplating a no- vote e-mail me at calcpacfp@aol.com (or within AOL: Cal CPACFP) with your number of shares - I will tally them up. I will NOT pass along your individual information to anyone else, although I may note the total tally on the message boards.
(Let's assume we need about 750,000, to be conservative, to meet the 7.5%. Please also let me know your thoughts on the petition.)
Thanks a bundle and please spread the word. |
