"The board of directors of the Receiving Party will review any offer by the Other Party to amend the terms of the Letter Agreement in good faith in order to determine, acting reasonably and exercising its fiduciary duties, whether the Other Party’s offer, upon acceptance by the Receiving Party, would result in the Proposed Agreement not being a Superior Proposal."
The key is there. Translation: Spider's BoD will determine in the best interest of Spider'S shareholders whether the amendments proposed by KWG to the LoA (Merger) during the 5 days period would render the Cliffs' bid irrelevant as regards to their merger project.
We can be assured that KWG (with Spider's advisors very close) will propose something that would allow the SPQ board to pretend that Cliffs' offer is no more a Superior Proposal. But I smell the court ruling all over...
Hoov: do you have the definition of "Superior Proposal"?
In any event, my hope is that most of the actual retail shareholders stick hard to their shares during the fierce battle to come. The 50% +1 conditions frightens me a bit whenever the court rules that we do have a Superior Proposal in the works...
GLTA.
BaBe.