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mouton29

12/23/13 12:23 PM

#171812 RE: DewDiligence #171777

True, if less than 90% of the shares are obtained in the tender, then the acquiror can't do a short-form merger, and the second step merger would take some time -- a meaningless proxy would be filed. On the other hand, in the BMY deal, they got a "top-up option" allowing them to buy enough shares from the target to put them over 90% when combined with the tender.