seeking background information

TexWiller1974

Virgin
Joined
Oct 2, 2011
Posts
9
I am working on a story and was wondering if someone would be kind enough to provide me some basic information concerning merger between 2 companies. In my story an USA based company is negotiating with a bit smaller European company aiming to buy it. During the negotiations the american company offers some of its own shares to the EU companys owners as an part of the deal. Is there some way the US company can realistically have some sort of assurance to have the possibility to buy back their own shares before anyone else if the EU owners decide to sell the shares few years later? Any other basic info concerning these sort of negotiations is also welcome.
 
I am working on a story and was wondering if someone would be kind enough to provide me some basic information concerning merger between 2 companies. In my story an USA based company is negotiating with a bit smaller European company aiming to buy it. During the negotiations the american company offers some of its own shares to the EU companys owners as an part of the deal. Is there some way the US company can realistically have some sort of assurance to have the possibility to buy back their own shares before anyone else if the EU owners decide to sell the shares few years later? Any other basic info concerning these sort of negotiations is also welcome.
I think the term you're looking for is "right of first refusal". It's a legal term which would have to be written into the original sales contract. What that means is that, if the EU stock owners have a valid offer for the shares at a certain price, the US company must be offered the opportunity to buy the shares at that price. If the US company refuses, then the EU stock owners are free to sell the shares, at that price, to anyone else.
 
I am working on a story and was wondering if someone would be kind enough to provide me some basic information concerning merger between 2 companies. In my story an USA based company is negotiating with a bit smaller European company aiming to buy it. During the negotiations the american company offers some of its own shares to the EU companys owners as an part of the deal. Is there some way the US company can realistically have some sort of assurance to have the possibility to buy back their own shares before anyone else if the EU owners decide to sell the shares few years later? Any other basic info concerning these sort of negotiations is also welcome.

I think the term you're looking for is "right of first refusal". It's a legal term which would have to be written into the original sales contract. What that means is that, if the EU stock owners have a valid offer for the shares at a certain price, the US company must be offered the opportunity to buy the shares at that price. If the US company refuses, then the EU stock owners are free to sell the shares, at that price, to anyone else.

There you go in a nutshell. Of course the contract could also specify that the US company has the right to buy back the shares at a stipulated price, not necessarily the current market value.
 
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