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This excerpt taken from the SMG DEF 14A filed Dec 20, 2006. The
Miracle-Gro Merger Agreement and the First Amendment
Under the terms of the First Amendment, the Miracle-Gro
Shareholders may not collectively acquire, directly or
indirectly, beneficial ownership of Voting Stock (defined in the
Miracle-Gro Merger Agreement, as amended by the First Amendment,
to mean the common shares and any other securities issued by the
Company which are entitled to vote generally for the election of
directors of the Company) representing more than 49% of the
total voting power of the outstanding Voting Stock, except
pursuant to a tender offer for 100% of that total voting power,
which tender offer is made at a price per share which is not
less than the market price per share on the last trading day
before the announcement of the tender offer and is conditioned
upon the receipt of at least 50% of the Voting Stock
beneficially owned by shareholders of the Company other than the
Miracle-Gro Shareholders and their affiliates and associates.
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