To: Silver Fox who wrote (30830 ) 4/4/1999 1:32:00 AM From: wonk Read Replies (1) | Respond to of 43774
Acquired is past tense; it has specific legal meaning. In this context, it means closed. Wholly owned subsidiary means just that; 100% ownership of the capital stock of the subsidiary. Whole ownership is not contingent. One cannot be a "little bit" pregnant....Again, Neither have you. So Both of us do not know exactly the clauses that were written into the contract. Did you ever think that maybe the legal team placed some safe guards into the contract to review the end of the year books to protect PABN in this case. Impossible. Contingencies are written in to contracts for discovery of deal breaking items (or a better offer) PRIOR to closing. If the deal is not closed, then all that exists is the intent to merge. This transaction was not represented as a joint venture, a minority stake, or any other of a number of ways that companies use to get comfortable with each other. If you are truly interested, I will walk you through the mechanics of such a transaction. FYIGeneral Rules and Regulations promulgated under the Securities Exchange Act of 1934 Rule 10b-5 -- Employment of Manipulative and Deceptive Devices It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange, a. To employ any device, scheme, or artifice to defraud, b.To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or c.To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.law.uc.edu Either the statements made by the company were untrue or they omitted material facts. ww