Subject:
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Re: Not looking good for eToys...
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Newsgroups:
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lugnet.market.shopping
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Date:
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Sun, 31 Dec 2000 01:04:11 GMT
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Viewed:
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353 times
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In lugnet.market.shopping, Larry Pieniazek writes:
> In lugnet.market.shopping, Jeff Shiner writes:
>
>
> > Actually I suspect that a conventional retailer or white knight could NOT
> > buy eToys.
> > Under Section 203 of the Delaware General Corporation Law they are forbidden
> > to engage in a business combination with an interested stockholder for a
> > period of 3 years following the date that that person became an interested
> > stockholder.
> > Now I am not a legal expert by a long shot but this section does apply to
> > eToys as stated in their form 8-K filing and seems to make it difficult for
> > a white knight or retailer to purchase or merge with them.
>
> That's a hostile takeover defense and Delaware law is friendly to
> corporations so I doubt this would apply to a friendly (white knight)
> takeover...
Here is an associated snipper from one of eToys legal filings:
"IT MAY BE DIFFICULT FOR A THIRD PARTY TO ACQUIRE US EVEN IF DOING SO WOULD BE
BENEFICIAL TO OUR SECURITYHOLDERS.
Provisions of our amended and restated certificate of incorporation,
our amended and restated bylaws and Delaware law could make it more difficult
for a third party to acquire us, even if doing so would be beneficial to our
securityholders."
Of course it goes on and on but it does mention section 203 as one of the
barriers to a possible acquisition.
Read here for the full details if interested:
http://biz.yahoo.com/e/001207/etys.html
>
> Consult your M&A guy if you're thinking of buying them, don't take MY advice...
>
> ++Lar
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Message has 1 Reply:
 | | Re: Not looking good for eToys...
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| (...) you're quoting from is bluesky boilerplate that is in hundreds of 10Ks and 8Ks... means nothing. Of course a hostile takeover may be beneficial to security holders. Almost any takeover is beneficial to stockholders, especially when we're (...) (24 years ago, 31-Dec-00, to lugnet.market.shopping)
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Message is in Reply To:
| | Re: Not looking good for eToys...
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| (...) That's a hostile takeover defense and Delaware law is friendly to corporations so I doubt this would apply to a friendly (white knight) takeover... Consult your M&A guy if you're thinking of buying them, don't take MY advice... ++Lar (24 years ago, 31-Dec-00, to lugnet.market.shopping)
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