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Latest Takeover Rumour. The Moores / Noell one

Are you For or Against the idea of the possible Moores / Noell takeover ?


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...I have mentioned the fine footprint on Edge Lane as an ideal spot for the new ground, not least for great rail/road links but also iconic connections with the club via Littlewoods. Regardless, I'm coming around to thinking that redevelopment might actually be the way forward. I think about the short-sighted decision to get rid of the Cavern and feel that perhaps we could turn the tradition and history of the Old Lady to our financial advantage.

Folk much smarter than me will probably disagree.
 

Redeveloping is a great idea but unless you want an to sit on a shear face that makes the top balcony look like a flat surface then realistically you'll only probably add little more than the capacity that the obstructed views takes away. Assuming the same footprint of course.
 
Thought for anyone not familiar it might be useful to walk through what a typical private company acquisition might look like. There's essentially 5 separate stages, Preliminary discussions, due diligence, documentation, exchange and completion.

Preliminary stages

Buyer and sellers negotiate and sign up heads of terms, confidentiality and exclusivity agreements.

Due diligence

Buyer carries out its due diligence information gathering and analysis. Information obtained feeds into the drafting of the deal documents and negotiations generally.

Documentation

Buyer and sellers negotiate the sale and purchase agreement and other documents. The heads of terms and information gathered during due diligence feed into the terms of the documents.

At this stage the sellers usually provide a disclosure letter which outlines anything that may materially affect the buyer and has not been dealt with in DD - this may lead to further negotiations - it is meant to protect the buyer as much as the seller from future claims.

Exchange

The sale and purchase agreement and disclosure letter are finalised and signed - known as exchange of contracts.

The parties are now committed to completing the sale and purchase in accordance with its terms which in the case of Everton would be subject to shareholder acceptance and the approval of the Premier League.

Shareholder approval would usually be formally dealt with at an EGM, however it is possible for the buyer to bypass this stage if either the buyer acquired or had agreement to acquire more than 90% of the shares. At this point there are insufficient shareholders dissenting to call an EGM, plus under UK company law the buyer now has the right to acquire the final shares having passed 90%.

In addition to the above there are a range of other practical issues to be arranged for example, payment of the purchase price; „ release of charges connected with the sellers’ funding arrangements and implementation of any buyer’s funding; „ resignations and appointments of directors and auditors.

Completion

At completion, ownership of the company or business being acquired is transferred to the buyer. Completion usually involves a formal completion meeting attended by the buyer, sellers, their lawyers and other advisers. It can often be a lengthy meeting as the lawyers check that all the formalities are in place, the purchase monies are available and all the ancillary documents needed to finalise the sale and purchase are ready for signature. It is not unusual for negotiations between the buyer and sellers to be ongoing at the start of this meeting.
 
8 miles from the city centre. Too far out, even if it is within the city limits.
The big factor is cost. It looks as if the City Council will help in every way they can without actually spending any money.
We need a new stadium. The redevelopment of Goodison has been looked previously and rejected , it is unlikely that the result now will be any different.
The nearer you get to the city centre the greater the cost . I think that new owners will be looking at cheaper sites further away and will be less concerned about location in the city than previous owners.
 

Thought for anyone not familiar it might be useful to walk through what a typical private company acquisition might look like. There's essentially 5 separate stages, Preliminary discussions, due diligence, documentation, exchange and completion.

Preliminary stages

Buyer and sellers negotiate and sign up heads of terms, confidentiality and exclusivity agreements.

Due diligence

Buyer carries out its due diligence information gathering and analysis. Information obtained feeds into the drafting of the deal documents and negotiations generally.

Documentation

Buyer and sellers negotiate the sale and purchase agreement and other documents. The heads of terms and information gathered during due diligence feed into the terms of the documents.

At this stage the sellers usually provide a disclosure letter which outlines anything that may materially affect the buyer and has not been dealt with in DD - this may lead to further negotiations - it is meant to protect the buyer as much as the seller from future claims.

Exchange

The sale and purchase agreement and disclosure letter are finalised and signed - known as exchange of contracts.

The parties are now committed to completing the sale and purchase in accordance with its terms which in the case of Everton would be subject to shareholder acceptance and the approval of the Premier League.

Shareholder approval would usually be formally dealt with at an EGM, however it is possible for the buyer to bypass this stage if either the buyer acquired or had agreement to acquire more than 90% of the shares. At this point there are insufficient shareholders dissenting to call an EGM, plus under UK company law the buyer now has the right to acquire the final shares having passed 90%.

In addition to the above there are a range of other practical issues to be arranged for example, payment of the purchase price; „ release of charges connected with the sellers’ funding arrangements and implementation of any buyer’s funding; „ resignations and appointments of directors and auditors.

Completion

At completion, ownership of the company or business being acquired is transferred to the buyer. Completion usually involves a formal completion meeting attended by the buyer, sellers, their lawyers and other advisers. It can often be a lengthy meeting as the lawyers check that all the formalities are in place, the purchase monies are available and all the ancillary documents needed to finalise the sale and purchase are ready for signature. It is not unusual for negotiations between the buyer and sellers to be ongoing at the start of this meeting.


Does the UK have an "escrow" stage too? When we (larger companies or financial firms governed by American law) complete large firm merger/take over/sale there is usually an escrow period of approximately 90 days where incoming and outgoing funds are held into separate accounts. This usually is an additional layer to protect both parties financially. A lot can happen during that period. My experience has shown the outgoing party usually liquidizes all non-essential assets during that time. Seeing that most of our assets are people in contract this kind of deal may be limited to things like merchandise on hand.
An example would be a hospital purchased would likely utilize all medicinal inventory.

Incoming party tends to determine gaps within systems or real estate such as repairs or negotiated vendor contracts which must be dealt with cooperatively between the 3 entities in that case.
 

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