According to an SEC filing today ADIC has written to Overland Storage saying its prepared to take over the company, viz, 'prepared to offer to acquire all of the outstanding Shares for a cash price of $7.90 per share.' It would represent an 85 percent premium to Overland's 'unaffected enterprise value' based on the August 15th, 2005 earnings call.
ADIC wants friendly discussions. It may not get them.
What about the poison pill?
The circumstances around Overland's poison pill defence can perhaps be illuminated by an extract from the letter to Oveland's CEO and board chairman:-
"We received your letter of September 2, 2005, in which you indicated that Overland's board of directors and management "are not interested in engaging in a dialogue regarding sale of the Company." We are disappointed by your position, and note that it is at odds with your stated reason for adopting a poison pill in August -- namely, that the pill would not prevent offers for the company but rather encourage potential acquirors to engage directly with you and your board."
"We request that you refrain from implementing any additional anti-takeover defenses. To that end, at your annual meeting next month, we currently intend to vote our 9.28% interest in the shares of Overland AGAINST the board's proposal to increase its authorized common stock, which you have stated may, among other things, "discourage, delay or make more difficult a change in control of Overland."
This could be read as indicating that Overland CEO Chris Calisi is against a takeover but Overland's shareholders, anxious for shareholder value to be strengthened, would not be.
Well. Let something commence; battle or dialogue; it's up to Chris Calisi.
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