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board of directors a proposal to acquire all outstanding shares
of petitioner’s stock for $78 per share, or a total purchase
price of approximately $2 billion. Petitioner’s board of
directors rejected the proposal on February 27, 1991, and the
next day petitioner filed complaints in Federal District Court
and New York State court designed to thwart the Schneider
takeover. The French banks were named as codefendants in the
Federal complaint.
On February 28, 1991, Schneider, MGSA, and TESA organized
Square D Acquisition Co. (ACQ) as a transitory entity to serve as
a vehicle for the acquisition of petitioner. Schneider, MGSA,
and TESA together owned 100 percent of ACQ. On March 4, 1991,
ACQ made a hostile cash tender offer of $78 per share (Tender
Offer) to petitioner’s shareholders. On March 10, 1991,
petitioner’s board of directors rejected the Tender Offer as
inadequate and recommended that petitioner’s shareholders do the
same.
On April 12, 1991, petitioner filed a petition with the
Board of Governors of the U.S. Federal Reserve System requesting
a determination that the role of the French banks in the Tender
Offer violated U.S. banking laws and regulations. Banque Paribas
incurred legal costs with respect to the petition, as well as the
Federal and State actions discussed above.
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