Virgin Islands Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders - Detailed

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• Control #: US-CC-12-1191
• Format: Word; Rich Text

Description

12-1191 12-1191 . . . Stock Exchange Agreement under which a 31% majority stockholder of corporation ("acquired company") will become wholly owned subsidiary of corporation, and all outstanding shares of acquired company common stock will be exchanged for such number of shares of corporation common stock as are equal to sum of (i) number of shares of corporation common stock owned by acquired company on closing date, plus (ii) 0.76 multiplied by number of shares of common stock of unrelated company that is owned by acquired company on closing date, plus (iii) number of shares of corporation common stock that is determined by dividing net tangible book value of acquired company on closing date by net book value per share of corporation as of quarter ended immediately prior to closing date

The Virgin Islands Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a comprehensive and intricate agreement between these entities, outlining the terms and conditions of a stock exchange transaction. This agreement signifies a significant development that affects the ownership structure and future operations of the involved parties. Under this Agreement, SJW Corp, a prominent water company, Roscoe Moss Co, a leading manufacturer of water well screens and casings, and the Shareholders of RMC (Roscoe Moss Co's parent company), enter into a stock exchange transaction. The Agreement lays out the revised terms and conditions, amending any previous agreements or modifications. The purpose of this Agreement is to facilitate the exchange of stock between SJW Corp and Roscoe Moss Co, with the participation of the RMC Shareholders. This transaction is aimed at bringing mutual benefits to all parties involved, including increased market opportunities, enhanced financial stability, and synergistic growth potential. Key provisions outlined in the Virgin Islands Amended Stock Exchange Agreement include: 1. Stock Exchange Ratios: The Agreement specifies the exchange ratios at which the shares of each party will be converted. The ratios are determined based on the relative valuation of the companies involved, taking into account various factors such as market conditions, financial performance, and strategic considerations. 2. Approval Process: The Agreement outlines the steps and procedures required for obtaining the necessary approvals from the relevant regulatory authorities and shareholders of the respective companies. This includes obtaining the consent and agreement of the RMC Shareholders regarding the stock exchange transaction. 3. Shareholder Rights: The Agreement ensures that all shareholders' rights and interests are adequately protected and preserved during and after the transaction. This may include provisions related to voting rights, dividend payments, governance structure, and representation on the board of directors. 4. Integration Plan: The Agreement specifies the integration plan between SJW Corp and Roscoe Moss Co, setting out the strategies, objectives, and timelines for the seamless integration of the two entities. This includes considerations such as organizational structure, management changes, operational synergies, and potential cost savings. It is important to note that the specific types and variations of the Virgin Islands Amended Stock Exchange Agreement may differ based on the unique circumstances, objectives, and regulatory requirements of each individual transaction. The Agreement may vary in terms of stock exchange ratios, financial considerations, governance arrangements, and integration plans, among other factors. Overall, the Virgin Islands Amended Stock Exchange Agreement represents a significant milestone in the corporate landscape, bringing together SJW Corp, Roscoe Moss Co, and the RMC Shareholders. It signifies a strategic partnership that aims to leverage their respective strengths, optimize resources, and create long-term value for their stakeholders.