West Virginia 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 West Virginia Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed Introduction: The West Virginia Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a legally binding agreement that outlines the terms of a stock exchange between these entities. It serves as a comprehensive guide for the shareholders, providing a clear understanding of their rights, obligations, and the guidelines to be followed throughout the exchange process. The agreement ensures transparency and fairness while protecting the interests of all parties involved. Key Points: 1. Nature of the Agreement: The West Virginia Amended Stock Exchange Agreement signifies a modification to the initial agreement between SJW Corp, Roscoe Moss Co, and RMC Shareholders. It specifies the changes made, ensuring all parties are aware of the revised terms and conditions. 2. Parties Involved: a. SJW Corp: It is a prominent corporation engaged in the water utility business, operating in multiple states. Their participation in the stock exchange agreement demonstrates their commitment to expanding their operations in West Virginia. b. Roscoe Moss Co: A trusted name in the water well industry, this company brings expertise in manufacturing and supplying products and services related to water well drilling. Their involvement in the agreement indicates their interest in merging their capabilities with SJW Corp. c. RMC Shareholders: Refers to the set of individuals or entities who hold shares in RMC (a water utility corporation based in West Virginia). As part of the agreement, these shareholders agree to exchange their RMC shares with SJW Corp's shares. 3. Objectives of the Agreement: a. Strategic Expansion: SJW Corp aims to expand its market presence in West Virginia by acquiring RMC and integrating their operations. b. Synergies: The collaboration between SJW Corp and Roscoe Moss Co is intended to leverage their respective strengths and knowledge to enhance services provided to customers. c. Shareholder Value: The agreement seeks to create value for RMC Shareholders by exchanging their shares for SJW Corp's shares, which may potentially yield greater returns. 4. Stock Exchange Details: a. Share Valuation: The agreement will outline the valuation method used to determine the exchange ratio between RMC and SJW Corp's shares. This ensures fairness and equitable allocation for the shareholders involved. b. Transaction Timelines: Clear timelines will be established to facilitate a smooth and efficient stock exchange process. This includes deadlines for shareholder consent, regulatory approvals, and the final closing of the transaction. c. Transfer of Rights and Obligations: The agreement stipulates the transfer of RMC's assets, liabilities, contracts, and licenses to SJW Corp, ensuring a seamless transition. 5. Regulatory and Legal Considerations: a. Compliance: The agreement will detail the need to adhere to all relevant state and federal laws, regulations, and guidelines governing stock exchanges in West Virginia. b. Approvals: The agreement acknowledges the requirement of obtaining necessary regulatory approvals, such as those from the West Virginia Public Service Commission or any other governing bodies. Conclusion: The West Virginia Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a detailed and comprehensive document that outlines the terms, objectives, and processes involved in a stock exchange between these entities. It aims to facilitate strategic expansion, synergy creation, and shareholder value, while ensuring compliance with legal and regulatory requirements. By providing a clear framework for the exchange, this agreement sets the foundation for a successful collaboration between SJW Corp, Roscoe Moss Co, and RMC Shareholders.

West Virginia Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed Introduction: The West Virginia Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a legally binding agreement that outlines the terms of a stock exchange between these entities. It serves as a comprehensive guide for the shareholders, providing a clear understanding of their rights, obligations, and the guidelines to be followed throughout the exchange process. The agreement ensures transparency and fairness while protecting the interests of all parties involved. Key Points: 1. Nature of the Agreement: The West Virginia Amended Stock Exchange Agreement signifies a modification to the initial agreement between SJW Corp, Roscoe Moss Co, and RMC Shareholders. It specifies the changes made, ensuring all parties are aware of the revised terms and conditions. 2. Parties Involved: a. SJW Corp: It is a prominent corporation engaged in the water utility business, operating in multiple states. Their participation in the stock exchange agreement demonstrates their commitment to expanding their operations in West Virginia. b. Roscoe Moss Co: A trusted name in the water well industry, this company brings expertise in manufacturing and supplying products and services related to water well drilling. Their involvement in the agreement indicates their interest in merging their capabilities with SJW Corp. c. RMC Shareholders: Refers to the set of individuals or entities who hold shares in RMC (a water utility corporation based in West Virginia). As part of the agreement, these shareholders agree to exchange their RMC shares with SJW Corp's shares. 3. Objectives of the Agreement: a. Strategic Expansion: SJW Corp aims to expand its market presence in West Virginia by acquiring RMC and integrating their operations. b. Synergies: The collaboration between SJW Corp and Roscoe Moss Co is intended to leverage their respective strengths and knowledge to enhance services provided to customers. c. Shareholder Value: The agreement seeks to create value for RMC Shareholders by exchanging their shares for SJW Corp's shares, which may potentially yield greater returns. 4. Stock Exchange Details: a. Share Valuation: The agreement will outline the valuation method used to determine the exchange ratio between RMC and SJW Corp's shares. This ensures fairness and equitable allocation for the shareholders involved. b. Transaction Timelines: Clear timelines will be established to facilitate a smooth and efficient stock exchange process. This includes deadlines for shareholder consent, regulatory approvals, and the final closing of the transaction. c. Transfer of Rights and Obligations: The agreement stipulates the transfer of RMC's assets, liabilities, contracts, and licenses to SJW Corp, ensuring a seamless transition. 5. Regulatory and Legal Considerations: a. Compliance: The agreement will detail the need to adhere to all relevant state and federal laws, regulations, and guidelines governing stock exchanges in West Virginia. b. Approvals: The agreement acknowledges the requirement of obtaining necessary regulatory approvals, such as those from the West Virginia Public Service Commission or any other governing bodies. Conclusion: The West Virginia Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders is a detailed and comprehensive document that outlines the terms, objectives, and processes involved in a stock exchange between these entities. It aims to facilitate strategic expansion, synergy creation, and shareholder value, while ensuring compliance with legal and regulatory requirements. By providing a clear framework for the exchange, this agreement sets the foundation for a successful collaboration between SJW Corp, Roscoe Moss Co, and RMC Shareholders.