Re: The Other Telecom Bidding War

In article ,

[TELECOM Digest Editor's Note: If I am not mistaken, there is that one > stockholder, Slim (somebody) in Mexico who owns 13 percent of the > company, and the purchasers of MCI tried to (or were successful at) > cutting a different deal with him than with the other stockholders.

Verizon _did_ purchase those shares. Interestingly, MCI subsequently refused to dismantle a 'poison pill' provision against any single shareholder owning more than 15% of the shares.

I thought that was illegal ... whatever was offered to one stockholder > had to be the same for _all_ stockholders; and the other stockholders > have been complaining mightily about Slim getting better terms. Does > anyone know more about this? PAT]

You thought wrong.

In certain situations, and *only* in those situations, is it required that all shareholdeers receive 'equal' treatment. See Carl Ichann's backgrounds for a *long* history of buying up 'significant' numbers of shares in a company, and then "greenmailing" them into buying those shares back at a substantial premium over the market value. A deal _not_ offered to the other shareholders of the company at that time.

Fact: if you make a "tender" offer for shares in a publicly traded company, assuming that enough shares are proffered to satisfy the minimum quantity in the ender offer, you must either (depending on the terms of the tender offer) buy all the shares offered at the 'tender' price, or buy the maximum number of shares, as specified in the tender offer, pro-rated among the profferers, according to the relative proportion of the number of shares each profferer offered out of the total number of proffered shares.

Fact: in the _execution_ of a merger or buy-out of a publicly traded company, you must pay the same price for all shares of a given class/type.

Fact: there is *nothing* that prevents one from: (a) purchasing shares on the "open market", at _any_ price (higher or lower than a tender or merger price, or (b) making similar 'private' purchases. "Even if" you have a tender offer outstanding. "Even if" you have reached an 'agreement in principle' with the management of the company you're buying out -- until the purchase agreement has been approved by _both_ sets of shareholders it is not binding.

[TELECOM Digest Editor's Note: I guess I thought wrong once again, didn't I, Robert? I do know that the other 87 percent of the shareholders were quite annoyed that Slim got special service not available to them. PAT]
Reply to
Robert Bonomi
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