AT&T bid to buy NCR is complicated by the recent surge of computer stocks

Article Abstract:

AT&T's attempt to gain control of NCR Corp becomes more difficult as computer stock prices rise. AT&T's original offer of $90 per share, or $6.12 billion, tendered on Dec 2, 1990, remains unchanged, even though the stock market has surged considerably. Consequently, the premium of (or difference between) AT&T's offer over the price level that NCR stock would trade at in the absence of any bid is lower by one-third to one-half. Some analysts believe that AT&T could take advantage of the market surge by using its own inflated stock to buy NCR shares at a higher price. AT&T needs 80 percent of stockholder votes at a special meeting to replace NCR's board of directors, and cannot complete its offer because of NCR's takeover defenses. AT&T has since launched a proxy fight to force the company to change the measures.

Planning, Prices and rates, Stocks, Acquisitions and mergers, Stock prices, Negotiations, Strategic Planning, Legal Issues, Price, Stock, Negotiation

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AT&T says 70% of NCR holders back meeting if resistance to bid continues

Article Abstract:

AT and T claims 70 percent of NCR's shareholders have tendered their shares to AT and T before the expiration of its $90-a-share takeover bid. AT and T calls the 70 percent tender figure a clear message to NCR's board that the shareholders want a special meeting to vote on removing the current board of directors. NCR's board states it will continue to fight AT and T's takeover bid, calling it grossly inadequate. NCR can postpone calling a special meeting until April 1991, which is about the time of its annual meeting scheduled for April 17. At the annual meeting four of the 13 directors will be up for election and a simple majority vote is required to oust them. At a special meeting AT and T will need an 80 percent vote to oust the remaining board members.

Stockholder Accounting

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