RE:RE:Why an Arb exists on the LEAF/ACB deal The Transaction will be effected by way of a plan of arrangement completed under the Business Corporations Act (Ontario). The Transaction will require approval by at least 66 2/3% of the votes cast by the shareholders of MedReleaf present at a special meeting of MedReleaf shareholders. The issuance of Aurora common shares in connection with the Transaction will require the approval of a simple majority of the shareholders of Aurora present at a special meeting. Directors and officers of Aurora and MedReleaf have entered into support agreements pursuant to which they have agreed to vote their shares in favour of the Transaction. In addition, holders of approximately 56% of MedReleaf's issued and outstanding common shares have entered into irrevocable hard lock-ups to vote their shares in favour of the Transaction.
Upon completion of the Transaction, the board of directors of Aurora will be increased to 8 members, with Norma Beauchamp and Ronald Funk, currently independent Directors of MedReleaf, to be appointed to the board of directors of Aurora.
The Arrangement Agreement includes customary provisions including reciprocal non-solicitation provisions, subject to the right of each of MedReleaf and Aurora to accept a superior proposal in certain circumstances, with both Aurora and MedReleaf having a five business day right to match any such superior proposal for the other party. The Arrangement Agreement also provides for reciprocal termination fees of C$80 million if the Transaction is terminated in certain specified circumstances, as well as the payment of a C$15 million expense reimbursement fee if the Transaction is terminated in certain other specified circumstances.
Read more at https://www.stockhouse.com/news/press-releases/2018/05/14/aurora-cannabis-to-acquire-medreleaf#PoMy5MyXGDpEoYhY.99 longonMJ wrote: MD;
Don't agree with your assessment here since I strongly believe that most shareholders would tend to look at their own personal bottom line as oppose to the company's bottom line. Especially in this particular scenario here where many of the shareholders feel that the company is doing this takeover more for egotistical boasting than looking after their shareholder's best interests short-term, given the price they are offering.
Given the number of outstanding shares that Aurora has, a $80M hit would amount to something like 15 cents on a per share basis, as compared to a possible $2 drop or more in the share price going forward short-term.
Guess which way most shareholders would vote. Hmmm...........
Mining_Dude wrote:
On the ACB side, only a simply majority of eligable voting shares is required to pass the deal. But if you vote no, you're dooming the company to an $80m break fee and an additional $15m costs fee - so again not likely for them to vote it down.