There is wording the Termination of the Deal section that says if one of the parties has a willful and material breach, then the aggreived party can sue for damages and perhaps also to compel the quitter to move forward.
Unless MXL can prove the vague allegations in their press release today, I think it's easy to see them as in material breach of the contract. So the language says the other party (SIMO) can
Specific Performance
The parties have agreed that if any of the provisions of the Merger Agreement are not performed in
accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and accordingly, the parties: shall be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to specific performance of the terms thereof,
So it sounds like SIMO can try to get an injunction which prevents MXL from reneging on the deal (the breach), and an injunction which prevents the breach of the performance of the terms of the deal ($93 cash + some MXL stock).
I think SIMO gonna sue MXL, and MXL better have some evidence that SIMO is in violation of something, or else.
The timing of MXL's announcement makes me think SIMO probably wins that fight. If SIMO were really in violation of anything, why didn't MXL quit the deal when MXL learned of the violation? Why quit only when it's approve by SAMR to move forward? |
