Apr. 18 at 12:29 PM
$VCSA Vacasa says Davidson Kempner proposal does not constitute 'superior proposal'
Vacasa announced that the Special Committee of its Board of Directors has unanimously determined that the revised unsolicited acquisition proposal from Davidson Kempner Capital Management LP does not constitute, and is not reasonably likely to result in, a "superior proposal" pursuant to the terms of the definitive merger agreement between Casago and Vacasa.
"In making its determination, the Special Committee considered a number of factors, including: that the Proposal remains conditioned upon requiring an amendment to the company's Tax Receivable Agreement, for which Davidson Kempner has been unable to obtain the requisite approvals from TRA beneficiaries, or to provide any clear path towards obtaining such approvals;
Davidson Kempner's continued rejection of many of the company's material requests regarding closing conditions and terms to improve transaction certainty; and concerns regarding Davidson Kempner's position as a creditor of the company, providing asymmetric downside risk to public stockholders in the event a transaction with Davidson Kempner failed to close.
Ultimately, in light of the above, the Special Committee determined that the Proposal was not reasonably likely to be consummated in accordance with its terms, so long as the Proposal remained conditioned upon receipt of an amendment to the TRA and subject to materially greater risks regarding closing certainty than the Casago transaction. The Special Committee takes its fiduciary duties to act in the best interests of public stockholders extremely seriously and strongly disagrees with the various assertions made by Davidson Kempner in its most recent proposal letters.
Notwithstanding Davidson Kempner's proposed purchase price of
$5.83 per share, the Special Committee cannot support a transaction that is not actionable and has significantly less certainty of closing than the transaction with Casago, especially in light of recent market volatility and uncertainty," the company stated. On March 17, Vacasa entered into an amendment to the Merger Agreement pursuant to which Casago will acquire all outstanding shares of the Company held by public shareholders at a price of
$5.30 per share.
Under the amendment, Casago also agreed to remove both purchase price adjustment provisions, which could have resulted in a reduction of the merger consideration due to shortfalls in the Company's liquidity or units under management compared to specified thresholds. The Special Committee and the Board each reaffirm their support for the Merger Agreement with Casago, as so amended, and the Board reaffirms its recommendation that Vacasa shareholders vote in favor of the transaction with Casago.
