Baudolino schreef op 16 april 2016 13:50:
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Boete is 10,5 miljoen. De drempel ligt op 95% aangemelde stukken.
TERMINATION FEES
In case of termination of the Merger Protocol because of a material breach of the Merger Protocol, the breaching party shall pay to the other party a termination fee of e 10.5 million. In case of termination of the Merger Protocol because of a Competing Offer (as defined below), USG People shall pay Recruit a termination fee of e 10.5 million. The foregoing termination fees are without prejudice to each party’s rights under the Merger Protocol, including the right to demand specific performance.
COMPETING OFFER
Recruit and USG People may each terminate the Merger Protocol in the event that an offer is made by a third party, which offer is launched, or binding on the offering party, and shall exceed the Offer Price by 7.5%, and which in the reasonable opinion of the Boards is more beneficial to USG People and its stakeholders than the Offer (a ‘‘Competing Offer’’).
In the event of a Competing Offer, Recruit has the right to match such offer, in which case the Merger Protocol shall not be terminated by USG People. As part of the agreement, USG People has entered into customary undertakings not to solicit third party offers. If Recruit has matched any Competing Offer, the consideration of any consecutive offer must exceed the most recently offered consideration by 7.5% in order to qualify as a Competing Offer.
Recruit has agreed with USG People not to purchase any Shares outside the Offer, until settlement of the Offer, or until a competitor buys a stake of 3% or more.