The merger agreement between New York-based Morton’s Restaurant Group and Castle Harlan had been amended to increase the consideration to US$15 per share and to remove the closing condition that said that Morton’s must obtain authorisations necessary to maintain liquor licenses.
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The amendment also modified the condition requiring governmental and third party consents to the merger so that only material consents will be required.
On 21 June, as required under the Castle Harlan merger agreement, Morton’s notified Castle Harlan that it would accept the revised takeover offer received from Carl Icahn of US$15 per share, and modify the closing conditions so that only material liquor license authorisations and governmental and third party consents would be required.
Under the Castle Harlan merger agreement, Castle Harlan had five business days to propose an amendment to its merger agreement so that the proposed Icahn merger agreement would no longer be superior.
On 28 June 2002, Castle Harlan submitted to Morton’s its proposed amendment to the merger agreement. Morton’s Special Committee and board then determined that the Icahn offer no longer constituted a superior proposal and, accordingly, approved the amendment to the Castle Harlan merger agreement, which was then executed.
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By GlobalDataCompletion of the merger is subject to various closing conditions including, but not limited to, approval of Morton’s stockholders and receipt of material third party consents.
