G'day all - I was rereading the merger agreement, does anyone know what exactly the following mean?
InterVoice, Inc. (InterVoice) and Brite Voice Systems, Inc. (Brite) jointly announced that they have signed a definitive merger agreement in which InterVoice will acquire all the outstanding shares of Brite common stock. Pursuant to the agreement, InterVoice will pay Brite shareholders $13.40 per Brite share, or based on approximately 12.3 million shares of Brite common stock currently outstanding, a total consideration of approximately $164.4 million. Of this total, approximately $122.7 million, or $10.00 per Brite share, will be in cash and approximately $41.7 million, or $3.40 per Brite share, will be in shares of InterVoice common stock.
The transaction will be executed in two steps, the first being an all cash tender offer at $13.40 per share for approximately 9.2 million shares of Brite's common stock. The second step will consist of a merger in which shares of Brite common stock not purchased in the cash tender offer will be exchanged into shares of InterVoice common stock. The ratio of exchange will be determined at the time of the merger based on the average closing price of an InterVoice share for the
preceding twenty-five trading days. This transaction has been approved by the Boards of Directors of Brite and InterVoice. InterVoice has obtained a commitment for acquisition financing from Bank of America and expects to commence the cash tender offer on or before May 3, 1999. The closing of the transaction is subject to completion of the
acquisition financing and certain other customary conditions as described in the merger agreement.
The reason I ask is that the 2 paragraphs are proposing 2 [seemingly conflicting] terms. The 1st one states each share of BVSI will be tendered with $10 cash and $3.40 worth of INTV stock. The 2nd paragraph states that 1st 9.2MM shares of BVSI gets $13.40 cash and the rest of the shares ends up with $13.40 worth of INTV stock based on a formula.
So which one is the correct one?
best, Bosco |
