From Edgar 10/98
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EXPENSES AND TERMINATION FEE
All costs and expenses incurred in the proposed transaction shall be paid by the parties incurring such expense, except that expenses incurred in connection with printing and mailing the Registration Statement and the Joint Proxy Statement/Prospectus shall be shared equally by Parker and Superior.
The merger agreement provides that should Superior withdraw or modify in any adverse manner its Board's approval or recommendation of the merger agreement and the merger, approve or recommend any Alternative Proposal or resolve to take any such action, and should Parker exercise its right to terminate the merger agreement as a result, then Superior shall pay to Parker a termination fee of $7 million.
If the merger agreement is terminated by Parker upon a change in the recommendation of the Superior Board of Directors, upon the failure of the Superior Board to recommend against the acceptance of a tender offer or exchange offer, or upon the acquisition by any person of more than 30 percent of the outstanding shares of Superior Common Stock, then Superior shall pay to Parker a termination fee equal to $7 million.
If the merger agreement is terminated by Parker or Superior because of the failure to obtain the necessary Superior stockholder approval, or by Parker if Superior shall have materially breached a representation or warranty, and within 12 months of any such termination, Superior or any of the Superior subsidiaries accepts a written offer or enters into a written agreement with another person to consummate or enter into a business combination transaction
with such person or any of its affiliates and Superior or such Superior subsidiary is acquired, through merger, consolidation, share exchange, sale of assets or otherwise, by such person or any of its affiliates, then Superior shall at the closing (and as a condition of such closing) pay to Parker a termination fee of $7 million.
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$7m divorce! Well, no wonder Parker went up. Instead of losing $4m in 1999 in their oil drilling operations they'll now show a $3m profit (thanks to SESI). And instead of SESI earning $12,000,000 we'll be down to $5m.
All of which contributes to my ongoing suspicion that there is another partner in the wings. For what other reason would SESI leave PKD at the altar?
PS: there is supposed to be another EDGAR dated 1/7/99 but I couldn't find it. May be that the 24 hr delay hasn't yet passed.
Should be interesting. |
