Corgenix Medical Corp. (fka CONX)

[levelnever]

Another part of that merger agreement that makes you wonder about what will happen and about that out of nowhere volume a couple days ago.

Under the Merger Agreement, the Company is subject to a “no-shop” restriction on its ability to solicit offers or proposals relating to an alternative acquisition proposal or to provide information to or engage in discussions or negotiations with third parties regarding an alternative acquisition proposal. The no-shop provision is subject to a “fiduciary-out” provision that allows the Company’s Board of Directors to change its recommendation that shareholders vote in favor of the Merger if the Company receives an unsolicited written alternative acquisition proposal that the Company’s Board of Directors determines, after consultation with its financial advisor and outside legal counsel, would result in a transaction more favorable to the Company’s shareholders than the transactions contemplated by the Merger Agreement, and not doing so would reasonably be expected to be inconsistent with its fiduciary duties under applicable law. If such a decision were made, the Board may withdraw its recommendation in favor of the merger and then provide information to and participate in discussions with third parties. The Merger Agreement provides Parent certain rights to match any such superior proposal. The “fiduciary-out” also allows the Company Board of Directors to change its recommendation that shareholders vote in favor of the Merger in case of “intervening events” or material developments lead the Board of Directors to conclude, after consultation with its financial advisor and outside counsel that in light of such intervening event, failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law. The Merger Agreement also provides Parent with certain rights to negotiate adjustments to the terms and conditions of the Merger Agreement in order to avoid such change in board recommendation.

Language in there continues to make it hard to see this being finalized. Certainly would be inconsistent with their fiduciary duties if this moves ahead based on all that is happening.