Completed July 20, 2010
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The acquisition is expected to pay Switch and Data shareholders $19.06 per share, or 0.19 shares of Equinix stock based on Switch and Data’s stock price in mid-October. Shareholders can still back out of the deal as the agreement allows them to revoke their election up to two days before closing of the deal, which is expected to take place in the second quarter.
Under the terms of the agreement, Switch and Data stockholders will have the opportunity to elect to receive either 0.19409 shares of Equinix stock or $19.06 in cash for each share of Switch and Data stock. The overall consideration to be paid by Equinix in the acquisition will be 80% Equinix stock, 20% cash. In the event that holders of more than 80% of Switch and Data’s stock elect to receive Equinix stock or holders of more than 20% of Switch and Data’s stock elect to receive cash, the merger consideration will be pro-rated to achieve these proportions.
Form of Consideration: 60% Cash / 40% Stock base consideration; Shareholder election regarding form of consideration, subject to certain constraints
Collar Provision: BNSF shareholders will receive a fixed dollar amount of Berkshire Hathaway shares within the collar range (Berkshire Hathaway approximate share price between $80,000 and $125,000); outside the collar, the exchange ratio will be fixed
Closing Conditions: Subject to BNSF shareholder approval; Subject to appropriate governmental agency and regulatory review, including by Department of Justice
Completion: On February 12, 2010, pursuant to the Agreement and Plan of Merger, dated as of November 2, 2009 (the “Merger Agreement”), by and among Burlington Northern Santa Fe Corporation, a Delaware corporation (the “Company”), Berkshire Hathaway Inc., a Delaware corporation (“Berkshire”), and R Acquisition Company, LLC, a Delaware limited liability company wholly owned by Berkshire (“Merger Sub”), the Company merged with and into Merger Sub (the “Merger”), with Merger Sub surviving as a wholly owned subsidiary of Berkshire. Upon consummation of the Merger, Merger Sub changed its name to “Burlington Northern Santa Fe, LLC” (“BNSF”).
Originally posted in the forum under the thread CASY - tender offer. Odd lot priority details awaited.
The tender offer will proceed by way of a modified “Dutch auction,” whereby Casey’s shareholders may tender all or a portion of their common shares at a price range of $38.00 to $40.00 per share. This is their way of fending off a hostile takeover by Couche Tard.
Odd Lot Provision: "If you own beneficially or of record fewer than 100 Shares in the aggregate, you properly tender all of these Shares at or below the Purchase Price selected by us, you do not withdraw such Shares before the Offer expires and you complete the section entitled “Odd Lots” in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure."
07/12/2010 - The tender offer will now expire at 12:00 midnight New York City time on Thursday, August 12, 2010.
07/19/2010 - LQ Acquisition, Inc. announced today that as of 5:30 PM New York City time on July 19, 2010, approximately 1,606,000 shares of Life Quotes, Inc. (Nasdaq: QUOT) have been tendered into the tender offer launched by LQ Acquisition and not withdrawn. This number, together with the shares held by Zions Bancorporation that it has agreed to tender and the shares held by LQ Acquisition, represents more than 89% of the outstanding shares of Life Quotes. LQ Acquisition previously announced a cash tender offer for all of the shares of Life Quotes it does not otherwise own for $4.00 per share, representing an approximately 44% premium compared to the last closing price before the public announcement of the offer. The LQ offer expires at 12:00 midnight New York City time on Thursday, August 12, 2010.