Word: mergers
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...takeover fights in the 197-year history of the court. When clerks appeared at 10:30 with copies of Chancellor William Allen's 79-page ruling, the aggressive crowd tore the documents from the court officials' hands. Dialing their offices, moneymen shouted into their cellular phones, "The Time-Warner merger...
...most dramatic stage of a three-way battle that has captured the attention of everyone from billion-dollar money & managers to Hollywood movie directors. At issue before Judge Allen was an effort by Paramount Communications to block Time Inc. from acquiring Warner Communications in a $14 billion friendly merger that would create the world's largest information and entertainment company. If the judge had granted Paramount's motion, which was joined by several major Time shareholders, Paramount could have pressed ahead with its hostile bid to acquire Time for $12 billion. But after 5 1/2 hours of hearings last week...
...that Time's directors breached their responsibility to company shareholders by converting the Time- Warner deal from the originally proposed stock swap, which required shareholder approval, into a two-stage leveraged takeover, which needed no such vote. The change gave Time shareholders no opportunity to choose between the Warner merger and Paramount's cash. But Allen found that the board's moves were consistent with Time's long-term plan to merge with Warner. He wrote, "The corporation law does not operate on the theory that directors, in exercising their powers to manage the firm, are obligated to follow...
...have begun stampeding to the altar. Last week Deloitte, Haskins & Sells and Touche Ross announced that they had agreed to join forces as Deloitte & Touche (total revenues: $3.9 billion). Earlier the same day Arthur Andersen and Price Waterhouse revealed that they too have begun negotiating a merger that would produce a $4.9 billion firm. The announcements followed a decision by Ernst & Whinney and Arthur Young in June to consummate their own $4.3 billion corporate marriage...
Others expressed anger that the Time directors had refused to go along with the Paramount bid, which could deliver a windfall to Time stockholders. There were also expressions of concern about the debt of up to $14 billion that will burden the Time-Warner combination. Although the initial merger deal had been hailed for being debt-free, Time Chairman J. Richard Munro argued that the cash flow of the two companies will be adequate to service the debt. "We hope we can avoid layoffs and asset sales," he said. "The best way to pay off the debt will be through...