The Fillmore proposal stays in effect until 5 p.m. May 21. Meanwhile, the latest $68.15-a-share offer by the joint venture between Formation Capital LLC and JER Partners expired on May 15, but the partnership has until May 18 to make a counter proposal. In light of the rapid-fire exchange of bids, Genesis has pushed a shareholder vote on the buyout to May 30.
If the most recent Fillmore proposal does not close by Aug. 31, the purchase price would increase by approximately 8% a year, or $0.01518 a day from Sept. 1 until the transaction closes. If the newest Formation/JER proposal doesn't close before July 31, the price would increase by approximately 9% a year, or $0.01680 a day from July 31 through Aug. 31, and by about 10% a year, or $0.01867 a day from Sept. 1 until the transaction closes.
If the JV doesn't offer a counter proposal or submits one the board doesn't consider at least as favorable as Fillmore's, Genesis can terminate its agreement with Formation/JER. The agreement between Genesis and Formation/JER was originally struck this January at a price of $63 per share.
Fillmore entered the fray in mid-April. Under its latest proposal, Fillmore has committed to pay the $15-million termination fee under the Genesis/JV agreement.
As the bidding war is being played out, shares of GHCI on the Nasdaq have hit successive highs, the latest of which reached $68.75 per share on May 15. This compares with a 52-week low of $43.72 per share.
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