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

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• County: Cook
• 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 Title: Cook Illinois Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed Overview Introduction: In this detailed description, we will explore the Cook Illinois Amended Stock Exchange Agreement involving SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement holds substantial importance in the financial landscape, warranting an in-depth analysis of its implications and key components. 1. Definition and Purpose: The Cook Illinois Amended Stock Exchange Agreement is a legally binding contract that outlines the terms for the exchange of stocks between SJW Corp, Roscoe Moss Co, and RMC Shareholders. The purpose of this agreement is to facilitate a mutually beneficial transaction, enabling the parties to pool their resources and enhance their market presence. 2. Key Parties Involved: a. SJW Corp: SJW Corp is one of the key stakeholders in the Cook Illinois Amended Stock Exchange Agreement. They are a leading water utility company, publicly traded on a stock exchange, and actively involved in water supply and related services. b. Roscoe Moss Co: Roscoe Moss Co, another significant player in the agreement, specializes in manufacturing and distributing water well screens and casing systems. c. RMC Shareholders: RMC Shareholders represent the collective group of shareholders associated with Roscoe Moss Co. 3. Background and Rationale: The Cook Illinois Amended Stock Exchange Agreement arises from the strategic decision made by SJW Corp to expand its business operations. Recognizing the synergies between water utility services and well screen manufacturing, SJW Corp sought a partnership with Roscoe Moss Co to capitalize on its expertise. To accomplish this, SJW Corp negotiated the agreement with RMC Shareholders, allowing for stock exchange. 4. Stock Exchange Terms: a. Share Ratio: The agreement establishes a predetermined share ratio that dictates the number of Roscoe Moss Co shares exchanged for SJW Corp shares and vice versa. b. Valuation Mechanism: A mutually agreed-upon valuation mechanism is implemented to determine the fair value of the shares involved. c. Premiums: The agreement may outline any premiums or adjustments to be made based on specific circumstances, such as extraordinary events or market fluctuations. 5. Amendment Provisions: The Cook Illinois Amended Stock Exchange Agreement may contain provisions allowing for subsequent amendments. These provisions facilitate the modification of terms in the agreement to adapt to changing circumstances, ensuring fairness and continued alignment of interests among the parties involved. 6. Regulatory and Shareholder Approvals: Compliance with applicable laws and obtaining necessary regulatory approvals, such as those from federal or state agencies, may be a vital prerequisite for executing the agreement. Additionally, the consent and approval of shareholders from both SJW Corp and Roscoe Moss Co are typically required. Conclusion: The Cook Illinois Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders represents a strategic partnership aiming to leverage the strengths of each party involved. By conducting a detailed analysis of this agreement, one can better understand the motivations, terms, and potential outcomes that will drive the development of these companies in the future.

Title: Cook Illinois Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders — Detailed Overview Introduction: In this detailed description, we will explore the Cook Illinois Amended Stock Exchange Agreement involving SJW Corp, Roscoe Moss Co, and RMC Shareholders. This agreement holds substantial importance in the financial landscape, warranting an in-depth analysis of its implications and key components. 1. Definition and Purpose: The Cook Illinois Amended Stock Exchange Agreement is a legally binding contract that outlines the terms for the exchange of stocks between SJW Corp, Roscoe Moss Co, and RMC Shareholders. The purpose of this agreement is to facilitate a mutually beneficial transaction, enabling the parties to pool their resources and enhance their market presence. 2. Key Parties Involved: a. SJW Corp: SJW Corp is one of the key stakeholders in the Cook Illinois Amended Stock Exchange Agreement. They are a leading water utility company, publicly traded on a stock exchange, and actively involved in water supply and related services. b. Roscoe Moss Co: Roscoe Moss Co, another significant player in the agreement, specializes in manufacturing and distributing water well screens and casing systems. c. RMC Shareholders: RMC Shareholders represent the collective group of shareholders associated with Roscoe Moss Co. 3. Background and Rationale: The Cook Illinois Amended Stock Exchange Agreement arises from the strategic decision made by SJW Corp to expand its business operations. Recognizing the synergies between water utility services and well screen manufacturing, SJW Corp sought a partnership with Roscoe Moss Co to capitalize on its expertise. To accomplish this, SJW Corp negotiated the agreement with RMC Shareholders, allowing for stock exchange. 4. Stock Exchange Terms: a. Share Ratio: The agreement establishes a predetermined share ratio that dictates the number of Roscoe Moss Co shares exchanged for SJW Corp shares and vice versa. b. Valuation Mechanism: A mutually agreed-upon valuation mechanism is implemented to determine the fair value of the shares involved. c. Premiums: The agreement may outline any premiums or adjustments to be made based on specific circumstances, such as extraordinary events or market fluctuations. 5. Amendment Provisions: The Cook Illinois Amended Stock Exchange Agreement may contain provisions allowing for subsequent amendments. These provisions facilitate the modification of terms in the agreement to adapt to changing circumstances, ensuring fairness and continued alignment of interests among the parties involved. 6. Regulatory and Shareholder Approvals: Compliance with applicable laws and obtaining necessary regulatory approvals, such as those from federal or state agencies, may be a vital prerequisite for executing the agreement. Additionally, the consent and approval of shareholders from both SJW Corp and Roscoe Moss Co are typically required. Conclusion: The Cook Illinois Amended Stock Exchange Agreement by SJW Corp, Roscoe Moss Co, and RMC Shareholders represents a strategic partnership aiming to leverage the strengths of each party involved. By conducting a detailed analysis of this agreement, one can better understand the motivations, terms, and potential outcomes that will drive the development of these companies in the future.