Benefits of non-accepting shareholders, Business Law and Ethics

Benefits of non-accepting shareholders:

The minority whose shares are acquired compulsory under s.210 are entitled to all the benefits included in the original offer and accepted by the holders of 90 per cent or more of the shares.  Company A must not only pay the same price (or other consideration); it must repeat all other inducements such as a cash alternative.  When Company A offers its own shares in exchange for shares of Company B it is a common practice to make the offer more attractive by arranging with a third party that the latter will make a simultaneous offer (for a limited period only) to purchase from shareholders of Company B their consideration shares (allotted by Company A) if they do not wish to retain them.  A holder of shares of Company B then has the choice of (i) retaining his new shares in Company A or (ii) selling them (the "cash alternative") immediately at a stated price to a third party.  When s.210 is used to acquire the outstanding shares of Company B the bidder (Company A) must arrange for a cash alternative to be provided since that was part of the terms (although it came from a third party) which induced a high level of acceptance: Re Carlton Holdings (1971).

Posted Date: 1/15/2013 4:30:10 AM | Location : United States

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