XpresSpa Group Inc (XSPA)

[xlt leader]

Most hostile takeover attempts in the U.S. involve litigation. The target
corporation may be able to stop, or at least slow, the takeover contest, allowing it to pursue
alternative strategies to address stock price vulnerabilities or alternative transactions with
friendlier counter-parties. The potential acquirer may need to enjoin the use of anti-takeover
statutes and defensive measures adopted by the target corporation or to clear the way to take the
offer to the shareholders. Both sides may seek venue advantages, prompting a “race to the
courthouse” when a hostile acquisition attempt becomes clear.

The Rules Governing Takeover Attempts and Responses
There are two general regulatory schemes governing hostile takeover attempts in
the U.S.: Federal law (which applies in all fifty states) is most concerned with disclosure and
timing issues, although specific areas of federal law (notably antitrust) are also important. The
law of the state of incorporation for the target company imposes specific statutory and common
law duties that govern the conduct of the contests and the conduct of target management.
The Act is primarily concerned with providing adequate information in a timely
fashion, and ensuring a level playing field for the participants.
• Section 13(d) requires disclosure of substantial share acquisitions by
individuals or groups, who generally must disclose the percentage of shares held in concert and the purpose of the acquisition when the threshold of 5% is passed

You can read more here:

http://webcache.googleusercontent.com/search?q=cache:c5_OyXDPA14J:www.cov.com/files/Publication/8b0df18b-780d-48f1-ac0a-2fb9941a879f/Presentation/PublicationAttachment/f22c1948-3f76-40dc-a7de-30b7b1032aac/oid6533.PDF+&hl=en&gl=ca

The question for you is this. What happens once Google discloses a 5% ownership..do you think it will be anywhere near $3?