Buyouts

J. Alexander (JAX) Merger Claims

July 31, 2012

Salas Wang LLC is currently investigating shareholder claims for investors in J. Alexander Corporation.  Specifically, J. Alexander’s board of directors sold the company for cash, when it could have allowed shareholders to participate in the company’s future. JAX’s Board turned down a cash/stock offer in favor of the all cash option.  Salas Wang LLC is […]

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Did Google Pay Enough for Motorola?

August 16, 2011

Amid the fawning over the premium that Google is paying for Motorola Mobility, it’s worth looking at the leverage that Motorola had over Google.   Obviously, Google needed Motorola for strategic purposes in connection with the Android phone. Could Motorola have gotten more money?  Could Motorola have entered into a joint venture with Google so […]

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Fight! Transatlantic Gets Sued By Bidder

August 15, 2011

Validus, which bid on Transatlantic before Warren Buffett waded into the process, sued Transatlantic for breach of fiduciary duty in connection with its negotiations with other bidders. Does a target have a fiduciary duty to a bidder?  No.  But Validus sued as a stockholder based on the shares it acquired in anticipation of a transaction (shares […]

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Is the Paetec Merger Fair to Paetec’s Shareholders?

August 2, 2011

Salas Wang LLC is investigating Windstream’s buyout of Paetec (Paetec shareholders will get 0.460 of a share of Windstream for each Paetec share, or about $891 million in stock) for breaches of fiduciary duty.   The merger value represents only a 13% premium to Paetec shareholders. If you are Paetec shareholder, give us a call […]

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GSI Shareholders Get a Bump

June 15, 2011

Reuters is reporting a settlement in the Delaware Chancery Court that is getting GSI shareholders an extra $0.33 a share in its sale to eBay. Although this does not seem like a significant bump, when added up over a number of shares, it can turn into some significant cash. Usually, lawsuits challenging deals do not […]

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What Good Boards Do: Take the Better Offer

June 14, 2011

Graham Packaging is controlled by private equity titan The Blackstone Group. Blackstone, which was behind the largest public company purchase of all time in 2006 (an all cash), sold Graham in decision that seems to be consistent with its roots. Specifically, it jilted and cash/stock offer from Silgan Holdings Inc. to take a larger, all-cash […]

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Deutsche Borse Sweetens the Pot for NYSE: Part II

June 7, 2011

Even though Deutsche Borse and NYSE successfully vanquished NASDAQ’s rival bid, investors still needed a little more incentive to vote for the transaction. So, Deutsche Borse is sweetening the pot. Again. NYSE’s justification for the special dividend is interesting: The ability to provide a special dividend underscores the strength of the combined group, which will […]

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Just Say No: To a 45% Premium?

June 6, 2011

This afternoon, the NY Times Dealbook reported that packaging maker Temple-Inland rejected an unsolicited offer from International Paper that amounted to a 45% premium. Temple-Inland is saying that the offer “grossly undervalues” the company. It better get its poison pill ready, because a hostile takeover is coming. UPDATE: Here is the hostile takeover.

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Fight! Community Health and Tenet Hurl Accusations

May 7, 2011

I’ve posted about CommunityHealth’s hostile bid for Tenet. Footnoted.org is on top of the latest SEC filings that has the companies hurling accusations of corporate espionage at each other. This is highly unusual for SEC filings. And, for investors, this is entertaining, but not great news. CEOs talk a lot about shielding their companies from […]

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NASDAQ Going Hostile

May 6, 2011

In response to NYSE consistently rejecting NASDAQ’s offers to for a friendly takeover in favor of an existing deal with Deutsche Borse, NASDAQ has decided totake its bid directly to NYSE’s shareholders with a hostile takeover. With a restructured deal, NASDAQ believes it can avoid antitrust scrutiny.

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