Breakup fee as a percentage of the transaction valueThe breakup fee is only 2.3% of the total transaction value. Brook is wasting their money because the courts will not reject or reduce this amount since it is already quite low.
Below is how the 2.3% was calculated.
At the bottom is a precedent ruling set by the BC, Alberta and Ontario security commissions on breakup fees. (Brook is filing in Alberta)
----------------------------------------------------------------------------------------------------------------------------
To calculate the breakup fee you divide the breakup fee by the total transaction value.
Breakup fee = $350,000,000
Transaction value = $15,200,000,000* (total value of offer plus debt being assumed by PPL)
Breakup Fee percentage =
2.3%
* You will find the total transaction value on page 4 of the June 1 combination presentation found on the IPL web site.
---------------------------------------------------------------------------------------------------- Canadian Judicial Commentary on Break Fees
Canwest Global Communications Corp. (through its subsidiary CW Shareholdings Inc.) (Canwest) and Shaw Communications Inc. (Shaw) were in a battle to acquire WIC Western International Communications Ltd. (WIC).
Canwest launched a hostile bid, and WIC responded by entering into an agreement with Shaw which provided for a $30 million break fee, as well as an option over certain assets. Though the fee amounted to 2.6% of the overall transaction value, considered to be well within the normal range, Canwest challenged it in court. Canwest alleged that such a fee was oppressive to the shareholders of WIC and auction-killing in nature.
In considering the issue, the court referenced an earlier joint decision by the Ontario, British Columbia and Alberta Securities Commissions in CW Shareholdings, in which the commissions commented as follows:
"Although break fees have become a more or less usual feature of the take-over bid landscape, the quantum of a specific fee could, in our view, result in the agreement to pay such a fee being an improper defensive tactic. However a break fee in an appropriate amount could, in our view, be properly agreed to by a target company if it were necessary to agree to it in order to induce a competing bid to come forward."