To: mod who wrote (6069 ) 9/21/1998 12:09:00 AM From: Zirdu Read Replies (1) | Respond to of 7111
Regarding going private, you make the comment that "The only real power shareholders have is that they can vote down the offer." Not totally true, or else a 51% shareholder could buy out the minority shareholders with any low ball offer. The real power of the minority shareholders in any attempt to take a company private by majority shareholders, is the possibility of a lawsuit by the minority shareholders. Such a suit would, in essence, challenge the fairness of the offer in court. Now that I think of it, however, I am not sure what Bermuda law (where Radica is incorporated) provides with regard to such suits. I would assume that their law would be similar to US corporation law, but that might be a dangerous assumption. Also, once managment and/or big shareholders make an offer to take a company private, this officially puts the company "for sale" and any other company or entity is at liberty to make a higher offer. This is what happened in the case of RJR Nabisco, I think it was. Management made a low ball offer to take the company private, and this action prompted several, much higher, offers from other companies and entities. But in any event, I am not too worried about this, as I don't think there is much chance that Radica management would try to take the company private. All the big Radica shareholders will want to cash in at some point, I would think, and going private is going in the wrong direction to accomplish this goal. Also, thanks to David for the excellent response on his recent 144 filing regarding the 80,000 shares. I had thought the facts were probably something like this, but it is good to get it from the horses mouth, so people don't speculate needlessly and draw unwarrented conclusions.