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offer was raised to $28 per share in cash. The second step of
the proposed combination, if approved by Olympia's shareholders,
was to undertake expeditiously a transaction in which the Olympia
shares still outstanding (i.e., shares not purchased under the
PBC Offer) would be exchanged for securities and/or cash having a
fair market value of not less than $26 per Olympia share.
On June 23, 1982, the Jacobs Group, through JMSL, offered to
buy all of petitioner's outstanding shares (First JMSL Offer) at
$24 per share if petitioner and PBC terminated PBC's offer for
Olympia shares, and $22 per share if the PBC offer was not
terminated. Prior to making the First JMSL Offer, JMSL entered
into a "put" agreement (Put Agreement) with Heileman under which
JMSL could compel Heileman to purchase petitioner's breweries in
Newark, New Jersey, and Perry, Georgia, together with an
exclusive license to produce and market all of petitioner's
brands in a 27-State area, if JMSL elected a majority of the
directors on the Board. In response to the First JMSL Offer,
Olympia, through its wholly owned subsidiary OBC Acquisition,
Inc. (OBC), made a competing offer on July 6, 1982, to purchase
4 million of petitioner's shares (approximately 49 percent of its
outstanding stock) at $25 per share in cash (OBC Offer). The OBC
Offer stated that, if it were successful, each of petitioner's
shares that OBC did not purchase for cash would be exchanged
pursuant to a merger for 1 share of a new class of convertible
preferred stock of a combined petitioner/Olympia entity.
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