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and supporting a new HBC tender offer. Pursuant to the
Settlement Agreement, the members of the Jacobs Group agreed to
cease their participation in the Second JMSL Offer and HBC agreed
to terminate the First HBC Offer and to commence a new tender
offer for petitioner's shares at $29 per share. The Settlement
Agreement also provided that the members of the Jacobs Group
would tender their approximately 1.14 million shares of
petitioner (Jacobs Group Shares) into a second HBC offer (Second
HBC Offer). The Settlement Agreement further provided that the
Jacobs Group granted to petitioner an option to purchase all of
the Jacobs Group Shares not purchased in the Second HBC Offer or
sold by the Jacobs Group prior to the exercise of the option.
The option had to be exercised during certain option periods, but
in no event later than June 30, 1983. Petitioner never exercised
the option or otherwise repurchased any shares from the Jacobs
Group.5
5 The Settlement Agreement contained several other
provisions. For example, the Jacobs Group agreed that none of
its members (nor an affiliate of any member) would offer to
purchase or otherwise acquire any shares of petitioner, HBC,
Olympia, or any affiliate or successor to those corporations, for
a period of 5 years. The parties to the Settlement Agreement
also agreed to take all steps necessary to terminate with
prejudice most of the litigation pending between them. As long
as no Jacobs Group Shares were withdrawn from the Second HBC
Offer, the Jacobs Group was entitled under the Settlement
Agreement to a cash payment of $7.5 million for its legal and
related expenses, with the cost to be split equally between
Heileman and petitioner.
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