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The 55-dollar benchmark created an expectation for ITT management to achieve that level, or higher and the premium is enough to demonstrate to investors it is a real offer. Their support will be key as they will have a vote deciding the fate of the poison pill provisions which need to be removed to make the deal necessary.
As the deal moves forward, Hilton has a great deal of room for negotiation with investors because their best guess value of ITT's operations is sill 20% higher than their initial bid. By beginning with a low bid, Hilton may risk another competitor entering into the bidding, but their market analysis shows no such competition for such a large deal...
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