This question by atout has been asked twice by him and has not been answered yet I don't think. I would like to please hear some thoughts on this. TIA.
? on AVG CLOSING PPS, option c/
Below is an extract from the complete merger agreement (not from the press release "clarification to shareholders). The last sentence on option c) was not in the PR. With option c/, the "company" may terminate the agreement and the company is CVSU prior to the merger. The merger is when CVSU + FHAL become "the merger." Harris said c/ was most likely option. He could then terminate the agreement and walk away.
Why would he do it? and who would benefit?
2.6 AVERAGE CLOSING PRICE ADJUSTMENT.
In the event that the Actual Average Closing Price is less than $15.00, the Surviving Holdings Company shall deliver written notice to the Company no later than the second (2 nd ) Business Day preceding the Closing Date pursuant to which the Surviving Holdings Company shall elect, in its sole discretion, to: (a) maintain the Average Closing Price at a price equal to the Actual Average Closing Price; (b) set the Average Closing Price at $15.00 and pay the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ) an amount in cash equal to $15.00 minus the Actual Average Closing Price per share of Buyer's Stock to be received by such holders of Company Shares; or (c) set the Average Closing Price at $15.00 and pay no additional consideration to the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ). In the event that the Buyer elects option (c) described above, the Company may terminate this Agreement by providing the Buyer written notice of termination no later than one (1) Business Day prior to the Closing Date.
“A fool and his money are soon parted.” ~Thomas Tusser
