- 8 - 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.Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011