- 9 -
On July 14, 1982, pursuant to the June 10, 1982, Agreement,
PBC purchased 1.27 million shares of Olympia (49 percent of its
outstanding shares) for $28 per share.
On July 22, 1982, the Justice Department announced in a
press release that it would oppose the First JMSL Offer because
the proposed sale of the assets to Heileman pursuant to the Put
Agreement raised serious antitrust concerns and made it unlikely
that the surviving entity would survive in the long term. On the
same date, the U.S. District Court for the District of Delaware
(District Court) issued preliminary injunctions enjoining both
the First JMSL Offer and the OBC Offer. On July 23, 1982, JMSL
terminated the First JMSL Offer. OBC terminated the OBC Offer
3 days later.
After the termination of these offers, Jacobs and Mathisen
met with William F. Smith, Jr. (Smith), petitioner's president
and chief executive officer, and one of petitioner's distributors
to discuss the demands of the Jacobs Group, including a possible
restructuring of the Board. These negotiations were unsuccessful
and, on August 31, 1982, members of the Dissident Group announced
that they would seek removal of the incumbent directors of the
Board and attempt to replace them with the Dissident Group's
nominees by soliciting the consent of the owners of a majority of
petitioner's outstanding shares. The Dissident Group's consent
materials stated that, if the Dissident Group's nominees were
elected as directors, they would use every effort to implement
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