Word: swaps
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...ruling Allen affirmed the right of directors to manage a company's strategy. Among other arguments, Paramount had claimed 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...
...trade you a Ruderman for a Feinstein!" No, this is not a proposed baseball-card swap, but the kind of deal that might occur among children with a religious bent: trading rabbi cards. Since they were introduced last August, more than 400,000 have been sold at 20 cents apiece, or 99 cents for a pack of five. On the back of each 4-in. by 6-in. card, printed in English and Hebrew, are the rabbi's dates of birth and death, the books he published and details about his life...
...move was calculated to turn up the heat on Time, which had rejected Paramount's initial bid two weeks ago and instead pressed ahead with its planned merger with Warner Communications. To that end, Time and Warner on June 16 converted their original debt-free stock swap into a leveraged takeover bid in which Time would buy Warner for a total of up to $14 billion in cash and securities, a step that, among other things, eliminated the need for the deal to be approved by Time stockholders...
...proceed with the merger in the face of the Paramount attack, Time abandoned its earlier plan for a debt-free, tax-free stock swap with Warner, and instead launched a $70-a-share tender offer for 100 million of Warner's nearly 200 million shares. That would buy Time a controlling interest in its merger partner; the remaining Warner stock will be acquired later in exchange for cash and securities. The deal will cost Time the kind of debt it and Warner had hoped to avoid -- somewhere between $7 billion and $14 billion. Unlike the original Time-Warner arrangement...
...latest agreement replaced a March merger proposal that called for Time to acquire Warner in a swap of 0.465 shares of Time stock for each Warner share. But some on Wall Street had complained that the deal gave Time shareholders no immediate financial reward. "The marketplace has told us we can do better," said Time's Nicholas, 49. "We're still acquiring Warner, but now we're using cash." Nicholas acknowledged that the combined company's earnings would suffer in the short run, but he argued that the company's value will be evident to anyone who examines its assets...