What is the duty of a BOD - to obtain maximum value for stockholders or to protect the company? Obviously there are conflicting responsibilities where a company's major shareholder's / management wishes are at odds with shareholders who will be cashed out when the deal is done. Interesting goverance issue - others also play a part: communities who wish for stability in their local employment opportunities, tax base, etc. And even universities which may benefit from financial gains from stock sales.
Clayton Homes, Inc. Issues Letter to Stockholders: "Clayton Homes, Inc. Issues Letter to Stockholders
Sunday July 13, 9:46 pm ET
KNOXVILLE, Tenn.--(BUSINESS WIRE)--July 13, 2003--Clayton Homes, Inc. (NYSE: CMH - News):
Dear Fellow Stockholders:
We would like to eliminate any confusion surrounding Cerberus Capital Management's expression of interest in the company three business days prior to the stockholders vote on the Berkshire Hathaway offer to acquire Clayton Homes. Since the vote is scheduled for Wednesday of this week, we want to provide you with the current facts.
Some would have you believe that there is now, or that there will be, a higher offer for your stock. The fact is, there is no offer--not from Cerberus or from anyone other than Berkshire--despite the fact that since announcement of the Berkshire Hathaway offer on April 1, 2003, it has been public knowledge that superior offers could be considered by our board. I repeat, there is only one offer on the table--the Berkshire Hathaway offer of $12.50 per share in cash.
Interestingly Cerberus waited until late last Thursday to advise the company that they were considering making a proposal that could provide greater value to our stockholders than the Berkshire Hathaway transaction. Cerberus is a company that specializes in acquiring the debt and other assets of distressed companies and is acting in its own best interests. First and foremost, Cerberus has not made any sort of binding offer for our company. Cerberus simply faxed, without any prior communication, a brief letter indicating that they wanted to perform due diligence, and possibly make a superior offer to that of Berkshire.
Why did a company with a significant new investment in a competing finance company (Conseco) wait until three business days before the vote on the merger to publicly state its"
Clayton Homes, Inc. Issues Letter to Stockholders: "Clayton Homes, Inc. Issues Letter to Stockholders
Sunday July 13, 9:46 pm ET
KNOXVILLE, Tenn.--(BUSINESS WIRE)--July 13, 2003--Clayton Homes, Inc. (NYSE: CMH - News):
Dear Fellow Stockholders:
We would like to eliminate any confusion surrounding Cerberus Capital Management's expression of interest in the company three business days prior to the stockholders vote on the Berkshire Hathaway offer to acquire Clayton Homes. Since the vote is scheduled for Wednesday of this week, we want to provide you with the current facts.
Some would have you believe that there is now, or that there will be, a higher offer for your stock. The fact is, there is no offer--not from Cerberus or from anyone other than Berkshire--despite the fact that since announcement of the Berkshire Hathaway offer on April 1, 2003, it has been public knowledge that superior offers could be considered by our board. I repeat, there is only one offer on the table--the Berkshire Hathaway offer of $12.50 per share in cash.
Interestingly Cerberus waited until late last Thursday to advise the company that they were considering making a proposal that could provide greater value to our stockholders than the Berkshire Hathaway transaction. Cerberus is a company that specializes in acquiring the debt and other assets of distressed companies and is acting in its own best interests. First and foremost, Cerberus has not made any sort of binding offer for our company. Cerberus simply faxed, without any prior communication, a brief letter indicating that they wanted to perform due diligence, and possibly make a superior offer to that of Berkshire.
Why did a company with a significant new investment in a competing finance company (Conseco) wait until three business days before the vote on the merger to publicly state its"