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1. Hanson Trust PLC initiated a tender offer to purchase shares of SCM Corporation, but withdrew the offer after Merrill Lynch agreed to purchase SCM shares at a higher price.
2. Hanson then privately negotiated to purchase shares from five SCM shareholders.
3. SCM argued this still constituted a tender offer requiring disclosure under securities laws. However, the court found private purchases need not comply with tender offer disclosure if sellers can make informed decisions. Since the sellers were aware of the tender offer terms, no additional disclosure was needed.
4. The purpose of tender offer laws is to provide shareholders with adequate information to make rational decisions when faced with public acquisition bids. This risk of insufficient information does not exist for private transactions with knowledgeable
1. Hanson Trust PLC initiated a tender offer to purchase shares of SCM Corporation, but withdrew the offer after Merrill Lynch agreed to purchase SCM shares at a higher price.
2. Hanson the…