Ruling on the legality of a shareholders lock-up agreement, the Ontario Superior Court of Justice stated that BNY Capital and William Waters, who between them own 42% of Financial Models Company (FMC), must tender their shares to Linedata.
The court’s ruling is the latest victory for Linedata in its bidding war against Stamos Katotakis, FMC’s CEO. Currently, Linedata is offering $14.50 in cash for 70% of FMC’s shares and one share for every 1.766 FMC shares regarding the remaining 30%. Katotakis is offering $12.20 cash for the remaining shares.
Katotakis lost out in the decision because its bid was considered as failing to be in accordance with securities law and therefore was not contractually deserving of BNY and Dr. Waters’ shares.
The latest events also come as a further blow to FMC directors, who were rejected on January 28 in their request for a cease-trade order and other relief. Instead, the FMC Board of Directors has recommended that FMC shareholders tender into the Linedata bid, which will offer FMC shareholders a combination of cash and Linedata shares.
