The Board's Role in M&A
from National Association of Corporate Directors - New England Chapter
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Tuesday, October 14, 2008, 7:30am - 9:00am
Every day in the news we see evidence that mergers and acquisitions are a way of life in corporate America. For Boards, M&A presents both an opportunity for creative input and a minefield of legal and business responsibilities. We will explore the Board's role by dividing the audience into Boards for both acquirer and target in the proposed acquisition described below.
Should the target sell, and at what price? Must it deal with an unsolicited offer? What If the offer is inconsistent with its then-evolving business strategy? How does the Board deal with dissident shareholders, i.e., Carl Icahn attempting to replace the Board of Google and/ or BiogenIdec, in order to facilitate a sale to another company?
What does the acquiring Board think about? Does management drive the process? What if the deal seems too large, or just imprudent? How does the Board get comfortable with the offering price and terms of the deal? If the offer is rebuffed, does the Board get involved anew? At what point does the Board intervene if it thinks management is distracted by the deal and the performance of the company begins to deteriorate?
After our tables "report out" the results of their deliberations, our expert panel will comment and lead a Q&A.
Panel:
SALLY CRAWFORD is currently a director of Hologic Inc. She was on the board of Cytyc when it was bought by Hologic and was one of the three directors asked to join the Hologic Board. Sally is also a member of the Strategic Advisory Group at Bayer HealthCare (Diabetes Care Division) where she counsels on international expansion, R&D opportunities, partner alliances and technology acquisitions. In addition, she serves on the board of EXACT Sciences, CominatoRx and Universal American Corporation. From 1985-1997, she served as COO of Healthsource, Inc., a publicly traded NYSE company until its acquisition by CIGNA.
JOHN KASSAKIAN is currently on the boards of ISO New England (the independent system operator of the New England electric utility system), and the Marvell Group (a $3 Billion Semiconductor technology company), and the Corporate Advisory Boards of Tyco Electronics and Lutron Electronics. John also served on the Board for American Power Conversion (APC) until its sale in 2007 for $6Billion in cash. He is also a Professor of Electrical Engineering at the Massachusetts Institute of Technology and has served as Director of the MIT Laboratory for Electromagnetic and Electronic Systems since 1991. John also served on the boards of Ault and Sheldahl corporations both of which went through transactions: Ault was sold and Sheldahl was taken over by a VC fund.
CHRISTOPHER ODDLEIFSON is currently President and CEO (and Board Director) of Rockland Trust Company and its parent, Independent Bank Corporation. Rockland Trust, a full service commercial and retail bank, has $3.4 billion in assets, $1.3 billion in assets under management and 79 retail branches and offices located throughout Southeastern Massachusetts. Recent M&A experience includes: Slades Ferry Bank, Compass Exchange Advisors and O'Connell Investment Advisers. Active in industry and community affairs, Mr. Oddleifson serves on the Board of Directors of the Massachusetts Bankers Association, Consumer Bankers Association and the South Shore Chamber of Commerce, and he is the Chairman of the South Shore Hospital Health and Education Foundation.
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