TELECOM Digest OnLine - Sorted: Re: The Other Telecom Bidding War

Re: The Other Telecom Bidding War

Robert Bonomi (
Wed, 20 Apr 2005 10:47:01 -0000

In article <>,

> [TELECOM Digest Editor's Note: If I am not mistaken, there is that one
> stockholder, Slim (somebody) in Mexico who owns 13 percent of the
> company, and the purchasers of MCI tried to (or were successful at)
> cutting a different deal with him than with the other stockholders.

Verizon _did_ purchase those shares. Interestingly, MCI subsequently
refused to dismantle a 'poison pill' provision against any single
shareholder owning more than 15% of the shares.

> I thought that was illegal ... whatever was offered to one stockholder
> had to be the same for _all_ stockholders; and the other stockholders
> have been complaining mightily about Slim getting better terms. Does
> anyone know more about this? PAT]

You thought wrong. <grin>

In certain situations, and *only* in those situations, is it required
that all shareholdeers receive 'equal' treatment. See Carl Ichann's
backgrounds for a *long* history of buying up 'significant' numbers of
shares in a company, and then "greenmailing" them into buying those
shares back at a substantial premium over the market value. A deal
_not_ offered to the other shareholders of the company at that time.

Fact: if you make a "tender" offer for shares in a publicly traded
company, assuming that enough shares are proffered to satisfy the
minimum quantity in the ender offer, you must either (depending on the
terms of the tender offer) buy all the shares offered at the 'tender'
price, or buy the maximum number of shares, as specified in the tender
offer, pro-rated among the profferers, according to the relative
proportion of the number of shares each profferer offered out of the
total number of proffered shares.

Fact: in the _execution_ of a merger or buy-out of a publicly traded
company, you must pay the same price for all shares of a given

Fact: there is *nothing* that prevents one from: (a) purchasing shares
on the "open market", at _any_ price (higher or lower than a tender or
merger price, or (b) making similar 'private' purchases. "Even if"
you have a tender offer outstanding. "Even if" you have reached an
'agreement in principle' with the management of the company you're
buying out -- until the purchase agreement has been approved by _both_
sets of shareholders it is not binding.

[TELECOM Digest Editor's Note: I guess I thought wrong once again,
didn't I, Robert? I do know that the other 87 percent of the
shareholders were quite annoyed that Slim got special service not
available to them. PAT]

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