Black's Law Dictionary: Offer - To bring to or before; to present for acceptance or rejection; to hold out or proffer; to make a proposal to; to exhibit something that may be taken or received or not. Morrison v. Springer, 15 Iowa, 340; Vincent v. Woodland Oil Co., 105 Pa. 402, 30 Atl. 991; People v. Ah Fook, 62 Cal. 494. 2. To attempt or endeavor; to make an effort to effect some object; in this sense used principally in criminal law. Com. v. Harris, 1 Beg. Gaz. R. (Pa.) 457...
Buck: "On October 20, 2017, the Special Committee of the Board of the Issuer declined Amerop’s proposal to acquire $18 million of newly issued shares of Issuer Common Stock at a price of $1.96 per share and on the terms set forth in the term sheet that Amerop submitted to the Special Committee on October 17, 2017...
See, it doesn't matter what the language in the form 13 says. If you make an offer on your neighbor's house, then publish an ad in the paper stating that you "expressed interest" in that house, the fact remains that you made an offer.
As for the disclaimed fiduciary duty, read the statement that you so carefully cut and pasted:
"and (ii) does not create a binding obligation(including any duty to negotiate), fiduciary relationship or joint venture between the parties"
Note: those last three words are key. Nowhere does it state or imply that the board may abrogate its fiduciary duty to the shareholders.
Yes, Buck wants to recover his investment. However, no matter how many misleading statements are made on this board (and others), everyone paying attention understands that the intent is not to acquire shares in the open market, it is to get the company to pay off the outstanding notes with the proceeds of a stock acquisition.
