As I read it (2) is one of the conditions in which each of the remaining outstanding shares of IDM common stock ... will NOT be automatically cancelled and converted into the right to receive the same US$2.64 per share as was paid in the tender offer, but I am not really sure.
"Pursuant to the merger, each remaining outstanding share of IDM common stock ... will be automatically cancelled and converted into the right to receive the same US$2.64 per share as was paid in the tender offer ...
other than ...
2) any shares held by a holder who has not voted in favor of or
consented to the merger and
who has properly demanded and perfected his, her or its right to be paid the fair value of such shares in accordance with Delaware law"
So if the shareholder has "not voted in favor of" or "consented to the merger" and "properly demanded and perfected his, her or its right to be paid the fair value of such shares in accordance with Delaware law," his/her IDM shares will NOT be automatically converted and sold at the $2.64 price.
Yet I do not really know what (2) means is because I do not know what they mean by "who has properly demanded and perfected his, her or its right to be paid the fair value of such shares in accordance with Delaware law." Are they referring to par value of the common stock or the $2.64 offer price?
Interesting that according to the terms of the offer, it was not successful, i.e. they did not get over 90% of the stock, but looks like Takeda is doing everything they can to close the deal.
This is just my own opinion.
