There is a substantial tax benefit to selling IDCC as a whole.
Assume batch A of patents is sold for $3.3 bil.
IDCC must treat this as revenue for income tax purposes.
For illustration purposes assume a combined federal and state
income tax rate of 30%.
1-the tax rate = 70%; therefore atx benefit equals .70 times
$3.3 bil or $2.33 bil.
Assume temporarily that all patents are worth $7 bil or $140 per fully diluted share. .70 times $140 per share equals $98 per share.
Assume engineers, tangible net worth, etc. are worth $12 per share.
A purchase of the entire company for $110 per share would have roughly the same benefit to the shareholders as the purchase of the patents for $140 and the rest of the company for $12.
Thus, selling pieces for $140 per share and rest of IDCC for $12 for a total of about $152 is equivalent to selling entire company for $110.
These figures may be a little rough, but I believe they demonstrate that it is substantially more tax efficient to sell the entire company than to parcel out some of the major pieces.
Further thoughts and conjectures:
General market conditions, the overall level of the stock market,
and the ebbing and flowing of stock market fear could substantially influence the liklihood of an acceptable deal being consummated within the next several weeks. If market conditions should temporarily preclude a sale of the company within the next few weeks, there is the alternative of exploring the sale of the company after conditions become more settled.
With favorable market conditions, two or more well-funded consortia could emerge and aggressively seek to acquire either the
entire company or the bulk of the company
Presumably, the BOD, Evercore and Barclay's are rational and are also knowledgeble regarding the long term value of IDCC. It is reasonable to assume that the available strategic alternates will be evaluated both broadly and deeply from a long-term perspective.
If IDCC is to be sold to a single entity, the BOD, Evercore and
Barclays will also consider the pros and cons of a stock for stock exchange as well a a cash deal.
The stock market is much like a beauty contest, with stock prices at any one time reflecting not necessarily true value, (beauty), but instead, perceptions of value (beauty), which may be influenced by "ignorance, fear and greed" (to use Jesse Livermore's phrase).