NCR board, facing hard proxy fight, agrees to talks on AT&T merger offer

Article Abstract:

NCR Corp's board of directors, facing what could be an embarrassing vote against it at the company's annual shareholder meeting, announces it will meet with AT and T to discuss the telephone company's $6.8 billion takeover offer. NCR's turnaround comes just four days before its shareholder meeting, and in the wake of AT and T's offer to increase its bid from $90 a share to $100 a share should the stockholders turn in the 80 percent vote necessary to oust NCR's entire board. Additional pressure has been placed on the board by a federal court ruling invalidating its defensive employee stock ownership plan. Observers say it is not clear whether NCR is sincere in negotiating or whether it hopes the announcement will prevent AT and T from getting the 80 percent vote it needs. Analysts doubt AT and T can get the 80 percent majority, but say NCR is feeling stockholder pressure and may settle for between $105 and $110 a share.

Negotiations, Stockholder, Price, Negotiation

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AT&T starts proxy fight against NCR after $6.12 billion proposal is spurned

Article Abstract:

AT and T begins a proxy fight against NCR Corp in hopes of holding a special shareholder meeting to oust NCR's board of directors. The proxy challenge comes in the wake of NCR's rejection of AT and T's $90-a-share hostile takeover bid as 'grossly inadequate.' AT and T's bid would place the total purchase price for the firm at $6.12 billion, but NCR's board is after a per share price of $125. AT and T will need votes from 25 percent of NCR's shareholders to call a special meeting, at which it will need an 80 percent vote oust the entire board. Analysts say that AT and T will have a majority of shareholders on its side, but they doubt the full 80 percent can be secured. In the meantime, AT and T will seek a court order to force NCR to drop its poison pill anti-takeover defense.

Analysis, Tender offers (Securities), Tender offers, Stock

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