RE:Shareholders rights The BOD represents shareholders. Only after a preliminary agreement is negotiated & signed off by both bOD of for example ONC & Roche would that " deal " be presented to shareholders for final approval.
The executive or BOD can give their recommendations for accepting or not. ...to the shareholders.
The job of BOD is to evaluate any negotiations & give recommendations along the way etc.
As well as financial & legal consultants one representing each party, would give their opinion of fair value or not.
Brining shareholders into the mix prior to proper negotiations,legal & comercial considerations would be disastrous.
I have been part of 3 companies " taken over". By the time it gets to a shareholder rights vote, every single "I" has been dotted & "T" crossed.
Including a multi- page transcript of lead up negotiations. Who offered what & on what date & time.
There are 1000s of individual shareholders.
most of which have little understanding of running a biotech business, let alone how to buy one.
Some shareholders would be thrilled for $5ps.
some dissapinged with $15ps.
Any deal negotiated would be in the best interst ( both in details & $$$), of the ONC corporation as a whole.
keeping Pelareorep active, into a markets & as much $$$ as possibly can be paid for that opportunity.
one exception, a hostile takeover.
The aquiring company would bypass mangement & BOD , making a public offer with drop dead dates...direct to shareholders.
The danger of that. If the offer is too low. Mangement & BOD , would submit counter proposal publicly.
then you could have a vulture fund or second bidder ( white knight) come into the game.
The whole hostile takeover thing can fail.
Best opportunity, those in the business with hired outside consultants to assist with evaluations, come to a predetermined negotiation deal.
shaeholders , do then have right to accept or decline the proposal.
That offer would come voting instructions, dates etc etc.
So unless you have majority ownership & seat on the board, you must rely on those running the company to run the company.
They BTW have huge incentive to get best deal possible. With both shares & enough options to make a huge difference in their lives.
trust me, they want a deal as much as any sheholder does.
The more the better.
there will be third party evaluations included in any offer presentation. That is part of their due diligence & requirements to show non- bias in decisions.
like i said. I was shareholder of 3 companies bought out.
The package, included a timline of discussions, proposals & counter proposals.including rational of final agreement.
lawyers, accountants, detailed auditors etc.
a buyout of a public traded company comes with a lot of reporting rules.
from the moment of first meeting to last, every discussion will be logged & documented.
So , no any " offer" does not need to be made public.
A negotiated deal, absolutely.