Classic…….must have talked to JC Penny management. No wonder Berkowitz resigned from the Board, more likely than not he was afraid he might be infected by the same amoral syphilitic sleaze management at JOE has apparently been. Do they really think we lack even a rudimentary ability to understand their motives? Who the hell are they protecting? Shareholders??? Really??? Maybe themselves??….for Christ’s sake even a third grader can see through this. But, even this move just vividly illustrates the profoundness of their incompetence.
Does this move now prohibit Berkowitz from calling a special meeting? Even if we assume he has not purchased the additional shares he needed to be over the 30% mark in the last few days, not, it doesn’t. According to the 8K filed by JOE last week, Berkowitz can work with another shareholder to breach the 30% threshold to call a meeting.
Even if we decide that he doesn’t want to go that route, the annual meeting is set for May 1st, 10 weeks away. One has to think that Janus isn’t very happy with their 13% stake being capped (they added to their stake last week) nor is T Rowe Price happy about their 14.5% stake capped. Right there Bruce has ~57% of the vote if we assume every other shareholder votes against him (not a likely scenario).
This is just another desperate move by a management team that fails to see the reality of their situation….they will soon enough
WaterSound, FL – February 15, 2011 – The St. Joe Company (NYSE: JOE) today announced that its Board of Directors has adopted a shareholder rights plan. The plan enables the Company to conduct an orderly, thorough and deliberative process of exploring the Company’s financial and strategic alternatives. As previously announced, the Company has retained Morgan Stanley & Co. Incorporated to serve as financial advisor to explore a wide range of options to enhance shareholder value.
The rights plan is intended to enable all of the Company’s shareholders to realize the long-term value of their investment in the Company. It is also designed to reduce the likelihood that any person or group would gain control of the Company by open market accumulation or other coercive takeover tactics without paying a control premium for all shares.
The rights plan was designed to include certain provisions that are important to shareholders. In particular, the rights plan will not apply to any fully-financed tender offer that is made to all shareholders and that meets certain other criteria. The rights will expire unless the rights plan is approved by a vote of the shareholders on or before December 31, 2011.
Subject to limited exceptions, the rights will be exercisable if a person or group acquires 10% or more of the Company’s common stock (including the number of shares that are synthetically owned pursuant to derivative transactions or ownership of derivative securities, if such person or group owns 5% or more of the common stock) or announces a tender offer for 10% or more of the common stock. The rights also will be exercisable if a person or group that already owns 10% or more of the Company’s common stock, without Board approval, acquires any additional shares (other than pursuant to a dividend or distribution paid or made by the Company or pursuant to a stock split or subdivision).
If the rights become exercisable, all rights holders (other than the person or group triggering the rights) will be entitled to purchase the Company’s common stock at a 50% discount. Rights held by the person or group triggering the rights will become void and will not be exercisable.
Details about the rights plan will be contained in a Form 8-K to be filed by The St. Joe Company with the U.S. Securities and Exchange Commission.