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Message: warrants re: M&A

ms> all warrants expire at a merger unless they are exercised just prior to the transaction

Not sure that it's a "must expire" vs. a "should expire" re: Canadian Securities Law, may be a "must" 'stateside.

I think you'd have to look at the specifics of the particular warrant issuing paperwork for the definite answer as to warrants' disposition.

In any event, SRP would have to kick in for a change of control event, n'est-ce pas?

Unless it's over CAD$30-ish/share pre-reverse-split price in cash, then it's TOTALLY RIDICULOUS and INSULTING.

Don't become another Canadian victim.

Just say NO.

R .

Merger Considerations: What happens to the warrants in the event the company is acquired? We can’t opine more strongly that all warrants should expire at a merger unless they are exercised just prior to the transaction. In other words, the warrant holder must decide to either exercise or give up the warrants if the company is acquired. Acquiring companies hate buying companies that have warrants survive a merger and allow the warrant holder to buy equity in the acquirer. Many a merger have been held up as warrants with this feature have upset the potential acquirer and thus as part of the closing requirements mandated that the company go out and repurchase and / or edit the terms of the warrants. This is not a good negotiating spot for the company to find itself in. It will have to pay off warrant holders while disclosing the potential merger (so the company will have little leverage) and at the same time will have a sword over its head by the acquirer until the issue is resolved.

ref. http://www.askthevc.com/wp/archives/tag/warrants


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Apr 15, 2015 04:28PM
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Apr 15, 2015 04:42PM
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