WXMN - Waxman Industries

[KJP]

Here's where I got my information on $1m/1%:
http://www.foleyhoag.com/publications/alerts-and-updates/2016/august/latest-amendments-to-delaware-law-revise-appraisal-rights

Note the caveat in the Foley Hoag memo regarding "national securities exchange."  I quoted above a portion of DGCL 262(g) that may interest you.

Nice catch. This is really helpful info. Thanks, KJP.

No problem.  But the caveats above apply to me as well -- I'm just an anonymous person on a message board.  If you (or anyone else reading this) is considering an investment strategy involving appraisal rights or something similar, you should talk to an attorney.  And not just some attorney you happen to know or the one that did your estate plan or the one that negotiated your last severance package.  Find one that focuses on representing people in your situation.  It will be worth the effort.

[Packer16]

I would suggest you do discuss with counsel but the statements from above (1% & $1 million minimums in Delaware) were from counsel in a specific situation & not our interpretation.  In addition, the counsel needs to make enough from his contingency to make it worth his while.  If you know of counsel that would take cases below this amount for Delaware corporations it would be nice to know.  TIA.

Packer

As you noted, you received advice about a "specific situation."  Were you asking about a company that trades on the pink sheets?

On that point, I note the following from DGCL 262(g), which is portion of the statute containing the 1%/$1 million requirements [emphasis mine]:

"If immediately before the merger or consolidation the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange, the Court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal, (2) the value of the consideration provided in the merger or consolidation for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title."

Regarding finding a lawyer, the first questions you'll likely be asked are (i) what is the potential recovery from your shares; and (ii) are you willing to front the cost of the expert fees (a valuation expert being an essential part of any appraisal case)?  It is often the increased risk of having to bear the out-of-pocket cost for an expert that will cause an attorney to refuse a contingency case. 

If you'd like to discuss this further, PM me and I can provide names of lawyers who may consider smaller cases under the right circumstances.

Good point. It was on a national exchange. Also given the size of my position & the potential contingency on the gain, there was not much an attorney or valuation expert I could afford, although I could have done the valuation myself in the end I am not sure it was worth the time vs. spending it on finding new ideas.  In any case I hope the poster has better luck than me.

Packer

[bskptkl]

Meeting postponed until March 8.
My appraisal rights are perfected.

I'm thinking they are mulling whether to proceed or not. I gotta believe they got a large number of dissenters.

[bskptkl]

For those that have asked, I will summarize process so far.

Fidelity had a problem with pulling a cert in my IRA account (said it would be a withdrawal) so I transferred the shares to an account I have with a friend who clears Wedbush.
Wedbush has been through the process before and handled it expertly for a fee of $400. I hold the shares as a beneficial holder with Cede & Co the record holder.

Wedbush told me on 2/21, "We are pleased to report that the Dissenter Letters from DTC and the Demand for Appraisal of your common shares have been delivered this morning to the Company. Please receive the two attachments, FEDEX proof of delivery and copies of the documents delivered.  As  previously discussed with you, the Company should now be contacting you as a Dissenting Shareholder. "

I am in contact with another shareholder who has a lawyer (also experienced in Delaware dissents) ready to take the collective case. He said no money out of pocket will be required. We will proceed to a strategy meeting if and when the deal closes.

See attachment for letter.

[Schwab711]

Thank you for the info and congrats!

[bskptkl]

Thank you for the info and congrats!

Too early for that! - I suspect they may cancel deal and back we go to limbo land.

[bskptkl]

Anybody else own this pos Walker's Manual special?
Book value roughly $15
"take under" proposed at $1.87

Can you say "appraisal rights"?

Thoughts welcome from those that have gone through the process.

So Waxman apparently chickened out of going through with their take under. The meeting was cancelled and not rescheduled with no explanation given.