I don't read these SEC documents very frequently but this disclosure seems abnormal to me. The merger must receive 75% yes vote. A non vote is considered a "no" vote. I am sure Allegheny will over-communicate the need for shareholders to cast a vote "yes" if they are in favor of it and to not ignore the opportunity to vote. A writer on SA mentioned that the price is above the merger price by a few dollars which seems strange to me. In theory, a company or person with lots of cash laying around could buy 26% of the outstanding shares and just never send the merger votes back into the Allegheny board thereby stopping the merger from happening. Then knowing that Buffett would likely walk away at that point, they could make a lower offer than Berkshire to acquire Allegheny. Not sure why that 75% "yes" vote jumped out at me but for some reason it did.
...the fact that a vote of the Company’s stockholders is required under Delaware law to approve the merger agreement, and that, under the Company’s certificate of incorporation, a vote of stockholders holding at least seventy-five percent (75%) of the voting power of the Company common stock is required to approve the merger agreement...
Mr. Buffett has had a salary of $100,000 since the late 1960's, doesn't charge a management fee like mutual funds, doesn't charge a partnership fee, fights for the last possible nickel in negotiations and is cheerful in all weathers. #legend
I don't read these SEC documents very frequently but this disclosure seems abnormal to me. The merger must receive 75% yes vote. A non vote is considered a "no" vote. I am sure Allegheny will over-communicate the need for shareholders to cast a vote "yes" if they are in favor of it and to not ignore the opportunity to vote. A writer on SA mentioned that the price is above the merger price by a few dollars which seems strange to me. In theory, a company or person with lots of cash laying around could buy 26% of the outstanding shares and just never send the merger votes back into the Allegheny board thereby stopping the merger from happening. Then knowing that Buffett would likely walk away at that point, they could make a lower offer than Berkshire to acquire Allegheny. Not sure why that 75% "yes" vote jumped out at me but for some reason it did.
...the fact that a vote of the Company’s stockholders is required under Delaware law to approve the merger agreement, and that, under the Company’s certificate of incorporation, a vote of stockholders holding at least seventy-five percent (75%) of the voting power of the Company common stock is required to approve the merger agreement...
Mr. Buffett has had a salary of $100,000 since the late 1960's, doesn't charge a management fee like mutual funds, doesn't charge a partnership fee, fights for the last possible nickel in negotiations and is cheerful in all weathers. #legend