"Go-Shop Clause"

Edelman Financial Group agreed to sell their business for $258 million which is reported to be a 43% premium over their stock price. The interesting thing is the agreement includes a 40 day “go-shop clause” where the company can seek higher bids. I have been talking about these provisions for several years and expect you’ll see it used more often. Essentially, it lets the seller find a buyer then announce to the world that this is our offer and beat it if you can. This is designed to reduce the lawsuits from shareholders who might complain that the company didn’t get top dollar, but at the same time allows the company to run a very quiet auction and only announce once they have a sure deal.

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