NU Online News Service, Feb. 19, 2004, 6:15 p.m. EST – A court ruling has forced The MONY Group Inc. to postpone a special stockholder meeting that is supposed to focus on the AXA Financial Inc. acquisition offer.[@@]
Shareholders were going to complete their vote on the deal at the meeting. MONY has delayed the meeting, originally scheduled for Feb. 24, so that it can send a revised deal proxy statement to its stockholders.
Vice Chancellor Stephen Lamb, a judge in the Delaware Court of Chancery, asked the New York insurer to send stockholders more information about the “change in control” compensation that AXA Financial has agreed to pay to MONY executives.
AXA Financial, a New York-based unit of AXA S.A., Paris, agreed in September 2003 to pay $1.5 billion, or $31 per share, for MONY, and to pay MONY managers about $90 million in change-in-control compensation. MONY shareholders can vote on the offer by mail or at the special shareholder meeting.
Lamb agreed with the deal critics that MONY should tell shareholders that AXA Financial has offered MONY managers a rich change-in-control compensation package.
“As a percentage of deal value, the money that will be paid to beneficiaries of the CICs is above the amount paid in CICs in more than 75% of comparable transactions,” Lamb writes in the ruling.
Lamb rejected the critics’ other challenges to the proxy statement, and he supported MONY’s defense of the deal price.
Critics say the price is too low, but MONY Chairman Michael Roth says the failure of a higher bid to surface since September 2003 is proof that the price is about right.
Lamb agrees in his ruling that a 5-month “market check” should be “more than adequate to determine if the price offered by AXA was the best price reasonably available.”
AXA Financial President Christopher Condron emphasizes that his company plans to stick with its initial offer.
“We believe our offer to shareholders of $31 per share is full and fair,” Condron says. “We will not increase it.”