Comments on: World Poker Tour Stockholders Approve Party Gaming Sale

By: Stanley

Stanley — Tue, 03 Nov 2009 22:36:17 +0000

Whoa… it would be great to get the reasoning here from WPTE itself…in layman’s English.

Maybe they are saying that over the long haul, the exposure that Party Poker can bring them is worth the $24 odd million discrepancy?

Or is it that the sale money would only go to owners thereby cutting out the shareholders?

Anyways, thanks for the response!

By: Dan Cypra

Dan Cypra — Tue, 03 Nov 2009 20:12:28 +0000

Here is the definition of Superior Proposal from the WPT proxy:

Superior Proposal ” means any bona fide Acquisition Proposal made in writing that (a) is on terms that the board of directors of Seller has determined in good faith (after consultation with Seller’s outside counsel) are more favorable to Seller’s stockholders from a financial point of view than this Agreement, after giving effect to any modifications (if any) proposed to be made to this Agreement or any other offer by Buyer after Buyer’s receipt of notice under Section 6.2.4.1 , and (b) which the board of directors of Seller has determined in good faith (after consultation with Seller’s outside counsel) is reasonably likely to be consummated (if accepted) (the foregoing determinations shall be made after consultation with Seller’s outside counsel after taking into account all appropriate legal, financial (including the financing terms of such proposal), regulatory and other aspects of such proposal);

By: Stanley

Stanley — Tue, 03 Nov 2009 19:58:53 +0000

I don’t understand this. Why would a company on the brink of collapse go for 1/3 the money to a company whose biggest shareholder just sold everything?

Could you all explain this? What is a “Superior Proposal”?