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VTSS Investor Forum

HSR Waiting Period vs. 21 day "Go Shop" period

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From the Microsemi 4/8 press release:
"Microsemi Corporation (MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, announced the expiration, on April 7, 2015, of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act") applicable to its proposed acquisition of Vitesse Semiconductor Corporation (VTSS) ("Vitesse") through its wholly-owned subsidiary LLIU100 Acquisition Corp."

From the original announcement of the sale agreement:
"Under the terms of the merger agreement, Vitesse may solicit superior proposals from third parties for a "go shop" period of 21 calendar days continuing through April 7, 2015. It is not anticipated that any developments will be disclosed with regard to this process unless and until Vitesse's board of directors makes a decision to pursue a potential superior proposal"

Is it a coincidence that the HSR waiting period and go shop dates were up at the same time, or was that the intent? I don't interpret this announcement as having any correlation to having received a better offer (or not). Although the official "go shop" period is over, could offers have been received and negotiations underway? What are other takes on this? Just curious if I should wait or just sell the damn shares and get it over with as others have.

Posted by sharpinvestments - 4 years ago | Updated 4 years ago

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http://www.investopedia.com/terms/g/go-shop-period.asp

Sharp: given that the go-shop period so seldom results in a competitive offer, and that vtss had been actively exploring a sale with two other companies (company A and company B), I think that the odds of a white knight at this point are sufficiently remote, so that you could sell your shares and not lose any sleep. It would be nice of course if someone made some sort of announcement, like the go shop period has expired, no counter offers were made, and the acquisition proceeds apace. Remember though, that this is the company that suspended the shareholders meetings for all those years. We retail investors will always be poor relations (bag holders).

Welcome to Wall Street.

Posted by phobos - 4 years ago | Updated 4 years ago

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From the latest filing (see below) it appears that during the "Go" shop period they contacted 28 potential buyers which resulted in "no indication of interest". Now they are in a "No" shop period in which they could respond to an offer but can no longer actively solicit one. Given I stuck around for so long when it did not make logical or business sense I will hold out to end on the very slim chance (hope) that someone pulls a rabbit out of their hat.


During the “go-shop” period, the Company was permitted to solicit, discuss and negotiate competing acquisition proposals from third parties. During this period, the Company and its financial advisor, Deutsche Bank, under the direction of the Company’s Board of Directors, undertook a solicitation effort, in which 28 potential acquirers believed to have potential strategic or financial interest in an alternative transaction to the announced Merger Agreement were contacted. These contacts included all 10 parties that, in addition to Microsemi, had executed non-disclosure agreements with the Company in connection with the pre-signing sale process. One additional party signed a new non-disclosure agreement. During the “go-shop” period, no party submitted an indication of interest, proposal or offer with respect to an acquisition of the Company, or indicated that it wished to continue discussions or negotiations with the Company with respect to such an acquisition. Starting April 8, 2015, the Company became subject to a “no-shop” provision that limits its ability to solicit competing acquisition proposals. Under the terms of the Merger Agreement, the Company’s Board of Directors may nonetheless furnish information to, and engage in discussions and negotiations with, a person submitting an acquisition proposal that the Company’s Board of Directors determines in good faith is, or is reasonably likely to lead to, a “superior proposal”.”

Posted by 8yrbagholder - 4 years ago

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From the filing:

“Following announcement of the transaction, the Company commenced a “go-shop” process, with Deutsche Bank’s assistance. Pursuant to the terms of the Merger Agreement, the 21-day “go-shop” period expired at 11:59 p.m. (New York City time) on April 7, 2015. During the “go-shop” period, the Company was permitted to solicit, discuss and negotiate competing acquisition proposals from third parties. During this period, the Company and its financial advisor, Deutsche Bank, under the direction of the Company’s Board of Directors, undertook a solicitation effort, in which 28 potential acquirers believed to have potential strategic or financial interest in an alternative transaction to the announced Merger Agreement were contacted. These contacts included all 10 parties that, in addition to Microsemi, had executed non-disclosure agreements with the Company in connection with the pre-signing sale process. One additional party signed a new non-disclosure agreement. During the “go-shop” period, no party submitted an indication of interest, proposal or offer with respect to an acquisition of the Company, or indicated that it wished to continue discussions or negotiations with the Company with respect to such an acquisition. Starting April 8, 2015, the Company became subject to a “no-shop” provision that limits its ability to solicit competing acquisition proposals. Under the terms of the Merger Agreement, the Company’s Board of Directors may nonetheless furnish information to, and engage in discussions and negotiations with, a person submitting an acquisition proposal that the Company’s Board of Directors determines in good faith is, or is reasonably likely to lead to, a “superior proposal”.”

Posted by phobos - 4 years ago

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