National Research Corp. - 500 Beiträge pro Seite

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...ist ein US-Healthcare Datenanbieter;

rund 5% Divi

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aufgestockt

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Antwort auf Beitrag Nr.: 53.655.081 von R-BgO am 09.11.16 15:08:57

Was für eine Drecksacks-Konstruktion!:

ein "Übernahmeangebot", bei dem der Übernehmer einen gleich zur "Annahme" zwingt:


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held November [●], 2017

To the Shareholders of National Research Corporation:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of National Research Corporation (the "Company," "we," "us" or "our") will be held on [●], November [●], 2017, at [●], local time, at our corporate offices located at 1245 Q Street, Lincoln Nebraska 68508, for the following purposes:

1. To approve an amendment to the Company's Amended and Restated Articles of Incorporation to effect a reverse stock split of our class B common stock, with such split being exempted from the application of any provision in our Amended and Restated Articles of Incorporation to the contrary, including, without limitation, Section B(4) of Article 2 (the "Reverse Split"), at a ratio of 1-for-1,764,560 and the repurchase of the resulting fractional shares held by each holder of class B common stock with less than one share of class B common stock after the Reverse Split.

2. To approve an amendment to the Company's Amended and Restated Articles of Incorporation to effect a forward stock split of the remaining class B common stock, with such split being exempted from the application of any provision in our Amended and Restated Articles of Incorporation to the contrary, including, without limitation, Section B(4) of Article 2 (the "Forward Split" and collectively with the Reverse Split and the repurchase of the resulting fractional shares, the "Proposed Transaction"), at a ratio of 1,764,560-for-1 immediately following the Reverse Split.

As a result of the Proposed Transaction,

(a) each shareholder owning less than one share of class B common stock after the Reverse Split will receive $53.44 in cash, without interest, for each class B common share owned by such shareholder immediately prior to the Reverse Split and will no longer be a holder of class B common stock, and

(b) the sole remaining holder of one or more shares of class B common stock after the Reverse Split, Michael D. Hays, our founder, chief executive officer and a director, will continue to hold class B common stock equal to the number of shares of class B common stock he held immediately prior to the effective date of the Reverse Split.

The Proposed Transaction is designed to eliminate the current public market trading confusion relating to the Company's two classes of common stock (the class A common stock and class B common stock) and to provide a timely and cost-effective liquidity event for the holders of our class B common stock, other than Mr. Hays.

Mr. Hays agreed to not have his shares of class B common stock be cashed out in the Reverse Split so the Company could maintain a moderate debt burden as a result of the Proposed Transaction. Forms of the proposed amendments to the Company's Amended and Restated Articles of Incorporation to effect the Reverse Split and the Forward Split are attached as Appendix A and Appendix B, respectively, to the accompanying proxy statement. Although both the Reverse Split and the Forward Split will be voted on separately, the Company will not implement either the Reverse Split or the Forward Split unless both are approved by the Company's shareholders and the Board of Directors gives final approval to implement them.

The Company's Board of Directors has carefully considered and unanimously determined that the Proposed Transaction is advisable, fair to and in the best interests of the Company's shareholders, and recommends that the Company's shareholders vote "FOR" the Reverse Split and "FOR" the Forward Split.

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Antwort auf Beitrag Nr.: 56.040.231 von R-BgO am 27.10.17 10:46:38

der hier hat mich drauf hingewiesen:

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Antwort auf Beitrag Nr.: 56.040.231 von R-BgO am 27.10.17 10:46:38

nochmals verschärfter Straßenraub:

LINCOLN, Nebraska (December 13, 2017) -

National Research Corporation (NASDAQ: NRCIA and NRCIB) today announced that its Board of Directors unanimously approved a recapitalization plan that will exchange each share of class B common stock for one share of class A common stock plus $19.59 in cash, for total value of $53.44 per class B share. This recapitalization plan replaces the previously announced transaction.

The new class B common stock recapitalization plan is intended to address shareholder concerns with public market trading confusion related to the Company's existing two classes of common stock (the class A common stock and class B common stock) and to provide a timely and cost-effective liquidity event for the holders of the Company's class B common stock. In addition, the plan allows the Company to maintain conservative financial leverage.

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Antwort auf Beitrag Nr.: 57.050.201 von R-BgO am 17.02.18 11:27:38

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of National Research Corporation (the "Company," "we," "us" or "our") will be held on [●], April [●], 2018, at [●], local time, at our corporate offices located at 1245 Q Street, Lincoln Nebraska 68508, for the following purposes:

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Umbuchung erfolgt, ab jetzt

Thread: National Research

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deadwood heap