Mechanics of a tender offer and short-form merger:
Yes, they can; however, they probably won’t have to because (as explained in #msg-38906846), the most likely vehicle for a buyout by LFB is a cash tender offer followed by a short-form merger.
Absent a contractual arrangement that specifies otherwise, a simple majority of the votes is sufficient for adoption. But, again, the most likely vehicle for a buyout by LFB is a tender offer followed by a short-form merger, which does not include a shareholder vote. (In effect, shareholders “vote” yay or nay on the buyout by either tendering or not tendering their shares.)
In most states—including Massachusetts, where GTC is incorporated—a shareholder who acquires 90% or more of the total equity of a public company in a tender offer can force the shareholders who did not tender their shares to exchange their shares for cash on the same terms as the tender offer. This process is sometimes referred to as a squeeze out—there is no shareholder vote and non-tendering shareholders gain nothing by not tendering.
“The efficient-market hypothesis may be the foremost piece of B.S. ever promulgated in any area of human knowledge!”
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