The Article presented below is strictly for reference purposes...to identify some language involved in a Business Combination and a Merger....and the way a good IR group presents it to the public and shareholders:
Good Morning. I've re-typed a Company Press Release from The Sports Authority below...they have been in discussion with 2 different companies to either Merge or consider a Business Combination...and in both situations, the information had been disclosed to the public and their shareholders for some time. I guess my point is...it's interesting to me that IR repeatedly refuses to discuss or disclose any part of the deal presented by ESVS. Shouldn't this be public information? Don't shareholders, whether big or small, have to vote on this size of deal? Isn't it nice to see that at least one Company out there is communicating with their shareholders...on what would be a major deal!
The article below is interesting from the standpoint...it gives you an opportunity to see a little of what has been presented to shareholders....and.....the different language involved in a BUSINESS COMBINATION and A MERGER. This is really just for reference purposes.
FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Aug. 11, 1998--The Sports Authority (NYSE:TSA - news), the world's largest full line sporting goods retailer, today announced that its Board of Directors has rejected a proposal for a business combination received from Gart Sports Company (NASDAQ: GRTS - news) on July 2, 1998. The Gart proposal provided for a combination of Gart and the Company, with the Company's shareholders effectively receiving $14 in cash per share, plus 51% of the shares of the combined entity.
After an extensive analysis of the Gart proposal with the Company's financial and legal advisors, the Company's Board determined that the long-term interests of the Company's shareholders would not be served by the Gart proposal. The Board determined that, if the Gart proposal were consummated, the resulting company would be highly leveraged with limited shareholders' equity, raising considerable legal and financial issues about the proposal, including concerns about the financing and the potential value of the remaining equity, as well as creating potential operational and management issues for the combined company.
The Company is currently party to a May 7, 1998 merger agreement with Venator Group, Inc. (NYSE:Z - news) under which each Company share would be converted into 0.80 Venator shares. The Venator agreement, which has not yet been submitted to Company shareholders for vote, contains a ''walkaway'' right exercisable by the Company if Venator's average closing stock price is not at least $20.50 during specified measuring periods, the last of which would end on December 31, 1998.
Chairman and CEO, Jack Smith, stated, ''Our Board of Directors is committed to maximizing long-term value for our shareholders. While we are hopeful that Venator's stock price reaches the $20.50 threshold, we are fully committed and prepared to operate our business on a stand-alone basis.''
The Company plans to issue its regular quarterly earnings announcement at the close of business today, which is expected to be consistent with the press release issued on July 7, 1998.
Regards,
Ken
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