RE:RE:Great Special CommitteeI'm not sure what your concerns are, this is standard language for a preliminary M&A sale process. I literally just posted a comprehensive analysis of this. It's clear to me EO was against AZX being sold to or merged with another entity.
I'm not sure why I'm spending so much time sharing my research, if everyone is going to simply ignore it.
NP
excerpt from https://mpra.ub.uni-muenchen.de/81356/2/MPRA_paper_81356.pdf
bold emphasis is mine
2.2 Institutional background and motivation
Because not much research has addressed the preliminary M&A sale process, I provide some institutional background about the strategic alternatives timeline and about the announcement itself.
Typically, during a strategic alternatives evaluation, the managers and directors of the potential selling firm assess the transactional landscape with their financial advisors and evaluate whether any parties would have an interest in acquiring the company, and if so, at what price and on what terms. Value and liquidity is sought through a sale or merger if the company faces challenges continuing as a stand-alone entity.
Once the board of directors officially approves the pursuit of strategic alternatives, the managers, directors, and financial advisors develop a preliminary valuation for the company, assess the various alternatives, approach potential suitors with “teasers” and confidential pitch books, and hold management meetings and presentations.
This amorphous pre-sale process is unobservable to the public since the distinct intention to start crafting a deal can be difficult to pinpoint due to ongoing relationships and communications between executives, directors, and bankers. During this time, some firms publicly announce that they are evaluating strategic alternatives through a press release or 8-K filing. Interested bidders sign confidentiality agreements, review the seller’s materials (including the confidential information memorandum, financial projections, and management presentation), and submit initial indications of interest.
A select group of bidders may continue to additional rounds of due diligence with access to data rooms, more serious negotiations, or an auction. If a buyer and an agreement emerge, then the parties sign a letter of intent, obtain regulatory and shareholder approval, and prepare the definitive agreement. The information environment surrounding the M&A sale process is laden with uncertainty and imperfect and asymmetric information between potential target firms and potential buyers.
Although information about firm value becomes available to potential suitors over the course of the sale process (i.e., during multiple rounds of due diligence), there is initially much information asymmetry about the potential target firm, including the fundamental issue of whether the firm is “in play.” In addition to relying on public information, potential bidders expend considerable resources to gather private information about what firms are “in play,” so there is an important role for public announcements of strategic alternatives to bridge this initial information gap.
This announcement is typically the first and only M&A-related disclosure by the company other than the mandatory announcement of a bid. Regardless of whether any potential suitor has already been identified, whether any preliminary discussion has already occurred, or whether any correspondence is bidder- or target- initiated, a firm will unequivocally evaluate strategic alternatives at the onset of any formal process to sell itself. Reviews of strategic alternatives leave open the possibility of remaining independent as the chosen alternative, if no sale occurs.
The announcement often states that there is no set timetable for the strategic review process and that there can be no assurance that any transaction will be undertaken. According to interviews with M&A practitioners, reasons for announcing are: to signal the firm’s availability and higher prospects for a sale or merger, be transparent and inform investors, communicate a commitment by the board of directors to maximize shareholder value through M&A, control the information environment during the sale process by preempting or addressing rumors and speculation, quell shareholder activists, and cast a wider net to potential bidders for a higher likelihood of acquisition and a higher acquisition premium. Alternatively, some practitioners express a strong preference for keeping the M&A sale process private, going to the extent to use code names to refer to potential deals.