We need to remember that KWG had an opportunity, but no obligation to respond to the 'superior proposal'. If they didn't respond, then Spider may decide to terminate the combination agreement (at a cost of $2.3 millon payment).
I have considered a number of possible reasons that KWG hasn't responded yet:
- Since Neil and the BOD know that the only way to get a serious offer out of Cliff is to merge, then they are not going to pre-maturely break the merger agreement. I suspect that there has been a large number of online or phone votes been placed already, and that is making them confident that it will happen.
- KWG and SPQ are waiting for their valuation reports to come in. Since they hold similar assets for the majority (other than RR and NSR), their valuations will also act as a second opinion for each other. The valuation could reveal what we all think - they are worth $1 or more per share, thus making the merger a far superior proposal.
- Frank and Neil are conspiring to cause Cliff BOD to suffer from the effects of high blood pressure by making them sweat.
I am sure that Cliff has now prepared the text for new offers to counter anything that KWG comes up with, but now they are wondering if they will be able to afford it. They only have $400 million in their war chest, and their market cap is only about $7 billion. To give us what many consider a fair offer ($1 min), they would suffer a stock dilution of almost 25% to issue us paper at 50:1.
This is why Cliff is against the merger. They simply won't be able to afford to buy us out, and therefore will lose control over the Big Daddy.
All IMO, I offer no inside advice here, but the following is from Spider's NR related to the extension (formatted for clarity):
Under the terms of the Combination Agreement, for 5 business days following the notification of KWG by Spider of the Cliffs $0.165 Proposal, KWG has the opportunity, but not the obligation, to amend the terms of the Combination Agreement. The deadline for KWG to match the Cliffs $0.165 Proposal was initially set to expire on June 21, 2010. The deadline was extended as a result of modification of the Cliffs $0.165 Proposal to take into account the terms of the Combination Agreement between Spider and KWG dated as of June 11, 2010 which was made publicly available on June 15, 2010. The deadline for KWG to match the Cliffs $0.165 Proposal will now expire at 12:01 a.m. (Eastern time) on June 24, 2010.
Under the terms of the Combination Agreement with Spider, if KWG does not make an offer to match the Cliffs $0.165 Proposal by 12:01 a.m. (Eastern time) on June 24, 2010, then Spider may terminate the Combination Agreement in accordance with the terms of the Combination Agreement.
