08-29-2016, 10:28 PM
'Stavros' pid='76059' dateline='<a href="tel:1472471 Wrote:If my sometimes faulty memory serves me correctly this time, I seem to recall that the MIC states that the XOM offer REQUIRES that all RSUs and Options MUST VOTE YES. I don't have the MIC available to check.
You are correct. But that doesn't matter because while "common shareholders" are also "security holders" as defined, the converse is not true. Group 1 consists only of common shareholders of record. RSU holders are NOT common shareholders. So group 1 must vote YES with 2/3 or more of the votes from that group for the deal to pass, in addition to the requirement being met separately in the other two groups. So in this case the common shareholders, as defined, we decide the outcome of this deal because the other two groups will vote YES. IF the last 2 groups vote yes, but common shareholders vote NO by 1/3 or more, then the deal is dead. That's my interpretation. Disclaimer - from an engineer not a lawyer.