Question One (20 Marks) Buyer Corporation and Target Corporation are both public companies whose common shares...
Fantastic news! We've Found the answer you've been seeking!
Question:
Transcribed Image Text:
Question One (20 Marks) Buyer Corporation and Target Corporation are both public companies whose common shares are traded on the Lusaka Stock Exchange. Neither company currently owns any of the stock of the other. Neither is an investment company. Buyer is incorporated in a state that has adopted the Model Business Corporation Act (MBCA). Target is a Delaware corporation. The boards of directors of Buyer and Target have agreed to a triangular merger. Merger Sub, a wholly-owned subsidiary of Buyer, will merge into Target, with Target being the surviving company. Target's articles of incorporation will not be amended in the merger. Buyer will receive Target common stock for its Merger Sub shares (about 10% of the amount of Target common stock outstanding before the merger). Target's shareholders will receive two non-voting preferred shares of Target for each Target common share they currently own. After the merger, neither Target's common shares nor its preferred shares will be traded on the Lusaka Stock Exchange or any other organized market. Explain (1) whether Target's shareholders must vote to approve the merger and (2) whether Target shareholders who dissent will be entitled to appraisal rights. Question Two (20 marks) Endibank Merchant Banking Services Limited was incorporated in the 1989 as a subsidiary of South African Bank. The bank is engaged in Merchant Banking, Advisory Services, Stock Broking, Depository Participant Activities, Distribution of Mutual Fund and other Investment Products and online Trading. The bank is registered with Securities Exchange Board of Zambia undertaking the following assignments: Under various capacities like Lead Manager, Co-Manager, Advisor, Arranger etc. for public issues, rights issues and private placement. For acquisition of shares & takeovers under SEC. For Employee stock option scheme/Stock Purchase Scheme by Corporates under the SEC, Guidelines. Assume that you are appointed as Assistant Manager in Endibank Merchant Banking Services Limited. XYZ Company approaches bank to manage a new issue of shares of 1 Billion Kwacha. This task is entrusted to you to independently handle this new issue of shares. Handling of this type of task is new and challenge to you. You have to establish your credibility to your employer and client of XYZ Company. 1. As an Assistant manager, how you would proceed to manage this issue of 1 Billion kwacha keeping in view the guidelines of SEC, Registrar of companies & Stock Exchange? 2. Besides issue of shares, what other services are provided by Merchant Banks to its customers? Question Three (20 Marks) Seller, Inc. is an MBCA corporation. It is comprised of several divisions, each engaged in different lines of business. Seller has agreed to sell all but one of its divisions to Buyer, Inc. for cash. The one division Seller is not selling constitutes 10% of its total assets and is responsible for 30% of Seller's total revenues and net income. Upon completion of the sale, Seller will distribute the cash to its shareholders as a special dividend. This sale is not in the regular course of Seller's business, Discuss whether the approval of Seller's shareholders is required to accomplish the sale. Assume that neither Buyer nor Seller currently owns any of the other company's shares. Question One (20 Marks) Buyer Corporation and Target Corporation are both public companies whose common shares are traded on the Lusaka Stock Exchange. Neither company currently owns any of the stock of the other. Neither is an investment company. Buyer is incorporated in a state that has adopted the Model Business Corporation Act (MBCA). Target is a Delaware corporation. The boards of directors of Buyer and Target have agreed to a triangular merger. Merger Sub, a wholly-owned subsidiary of Buyer, will merge into Target, with Target being the surviving company. Target's articles of incorporation will not be amended in the merger. Buyer will receive Target common stock for its Merger Sub shares (about 10% of the amount of Target common stock outstanding before the merger). Target's shareholders will receive two non-voting preferred shares of Target for each Target common share they currently own. After the merger, neither Target's common shares nor its preferred shares will be traded on the Lusaka Stock Exchange or any other organized market. Explain (1) whether Target's shareholders must vote to approve the merger and (2) whether Target shareholders who dissent will be entitled to appraisal rights. Question Two (20 marks) Endibank Merchant Banking Services Limited was incorporated in the 1989 as a subsidiary of South African Bank. The bank is engaged in Merchant Banking, Advisory Services, Stock Broking, Depository Participant Activities, Distribution of Mutual Fund and other Investment Products and online Trading. The bank is registered with Securities Exchange Board of Zambia undertaking the following assignments: Under various capacities like Lead Manager, Co-Manager, Advisor, Arranger etc. for public issues, rights issues and private placement. For acquisition of shares & takeovers under SEC. For Employee stock option scheme/Stock Purchase Scheme by Corporates under the SEC, Guidelines. Assume that you are appointed as Assistant Manager in Endibank Merchant Banking Services Limited. XYZ Company approaches bank to manage a new issue of shares of 1 Billion Kwacha. This task is entrusted to you to independently handle this new issue of shares. Handling of this type of task is new and challenge to you. You have to establish your credibility to your employer and client of XYZ Company. 1. As an Assistant manager, how you would proceed to manage this issue of 1 Billion kwacha keeping in view the guidelines of SEC, Registrar of companies & Stock Exchange? 2. Besides issue of shares, what other services are provided by Merchant Banks to its customers? Question Three (20 Marks) Seller, Inc. is an MBCA corporation. It is comprised of several divisions, each engaged in different lines of business. Seller has agreed to sell all but one of its divisions to Buyer, Inc. for cash. The one division Seller is not selling constitutes 10% of its total assets and is responsible for 30% of Seller's total revenues and net income. Upon completion of the sale, Seller will distribute the cash to its shareholders as a special dividend. This sale is not in the regular course of Seller's business, Discuss whether the approval of Seller's shareholders is required to accomplish the sale. Assume that neither Buyer nor Seller currently owns any of the other company's shares.
Expert Answer:
Answer rating: 100% (QA)
Quiz 1 Part 1 Targets shareholders must vote to approve the merger if the merger is not exempt from shareholder approval under the MBCA and shareholder approval would be required under the second pron... View the full answer
Related Book For
Posted Date:
Students also viewed these human resource management questions
-
Dream Park sells tickets at $60 per person as a one-day entrance fee. Variable costs are $24 per person, and fixed costs are $226,800 per month. Required: 1- Compute the number of tickets Dream Park...
-
A worker lives in a state that has its own income tax. The worker is in the 31 percent federal tax bracket. In addition, he is subject to a 9 percent MTR for his state income tax. Assume that...
-
You own a small bank in a state that is now considering allowing interstate banking. You oppose interstate banking because it will be possible for the very large money center banks in New York,...
-
Runnals National Bank has experienced the following trends over the past five years (all figures in millions of dollars): Input Area: 1 2 3 4 5 Net Income (after tax) 2.65 2.75 3.25 3.65 4.00 Total...
-
1. Do you think that stock options actually motivate employees to work for the long-term good of the company? 2. Do you think that stock options inadvertently encourage managers to engage in...
-
On December 31, the capital balances and profit and loss ratios in VKD Company are as follows: Instructions Journalize the withdrawal of Dixon under each of the following independent assumptions: a....
-
What are some of the ways in which MNCs change culture?
-
The unadjusted trial balance of Launderland at November 30, 2012, the end of the current fiscal year, is shown below. The data needed to determine year-end adjustments are as follows: a. Laundry...
-
The following selected transactions apply to Topeca Supply for November and December, Year 1 . ?November was the first month of operations. Sales tax is collected at the time of sale but is not paid...
-
Hank has a 30% interest in KKC LLC, a calendar year entity. At the beginning of the year, Hank had an outside basis in KKC of $60,000 which included his $10,000 share of KKC liabilities. On July 1st,...
-
I. Fill in each blank with the correct entry. Pick your answer from the box. one-to-one angles -1
-
In algebra, a quadratic or 'square' equation is any equation that can be written as , where x represents an unknown value while a, b, and c represent the known coefficients of the equation where a #...
-
Use the Record templates available in Moodle T2 for giving evidence of the activities described above. Do not forget to complete all your record forms and submit in Moodle : Goods receiving form...
-
Carryless Arithmetic is basic arithmetic but with the carry from each column ignored. For example, using carryless multiplication, 4 * 4 = 6 but 3* 3 still equates to 9. Below is an example using...
-
identify the financial statement impact of each entry. The financial statements are automatically generated based on the journal entries recorded. December 1 On December 1, Nina Miller forms a...
-
Enter the trial balance on a worksheet and complete the worksheet. Cash Accounts Receivable: Supplies Account Titles Equipment Accumulated Depreciation Equipment Accounts Payable Unearned Service...
-
On January 1, 2024, Wildhorse Corp. borrows $20,400 by signing a 3-year, 9% note payable. The note is repayable in three annual fixed principal payments on December 31 of each year. Calculate the...
-
Borrowing costs should be recognised as an expense and charged to the profit and loss account of the period in which they are incurred : A. If the borrowing costs relate to qualifying asset B. If the...
-
Electronic components used by the Engine Division of Armstrong Manufacturing are currently purchased from outside suppliers at a cost of $200 per unit. However, the same materials are available from...
-
Gentle Care Products Company is considering an investment in one of two new product lines. The investment required for either product line is $500,000. The net cash flows associated with each product...
-
Buckeye Healthcare Corp. is proposing to spend $109,296 on an eight-year project that has estimated net cash flows of $22,000 for each of the eight years. (a) Compute the net present value , using a...
-
What are some reasons a potential prospect might not be readily accessible? How far should you go to try to overcome such an accessibility problem before you move to the next lead?
-
List three or four criteria you could use to qualify a lead as a likely prospect. How would you find out if the lead meets these criteria?
-
Who is currently in your own network that you could use for prospecting? How might you add to your network?
Study smarter with the SolutionInn App