According to a filing with the Securities and Exchange Commission by Cablevision, GAMCO provided the cable operator with “written demands for appraisal of their shares.” Under Delaware law, shareholders voting against a merger can call for an appraisal of fair value by the court ahead of a merger vote if they vote that it would be executed if the merger is approved.
Last week Pali Research’s Rich Greenfield wrote that the Dolans’ bid to take the company private could break if Gabelli and another major shareholder (totaling at least 10% of outstanding shares) elect to go this route. He also noted, however, that it remains unclear whether the Dolans can or would waive this clause without impacting bank commitments to finance the debt portion of the deal.
An independent appraisal is a moot point if the takeover bid is voted down at the special shareholders’ meeting Wednesday morning.
Several major shareholders aside from Gabelli have publicly dissented from the Dolan’s offer price of $36.26 per share, including Clearbridge Advisors, T. Rowe Price and Marathon Asset Management, which combined represent close to 60 million of the outstanding public shares.
The Dolans need 113 million shares, a majority of the minority, to vote in favor of the deal.