dud deal, page-12

The way I understand it to work (and apologies if I am wrong - happy to be proved so if others have a better knowledge of the process) Basically, a shareholder with more than 5% of the shares on issue can call a general meeting (notice period is practically about 30 days). The shareholder would put a motion to the meeting that all directors positions be vacated. Subsequent motions would also be put be for the election of new directors (presumably friendly to the shareholder calling the meeting)however these motions would be void if the first motion was defeated. All motions are ordinary resolutions so need 50.0%+ to be passed out of all shares voting (not 50% of total shares on issue)

Assuming a new board of directors is elected, the new board of directors would use the wriggle room in the merger agreement (for example no material adverse change) to call the merger off. Which may be expected to be challenged by the other partner (so that they can get a break fee - I can't recall if there has been any break fee disclosed). There are, I understand, legal issues on the enforceability of break fees as they may be "penalties" which a court will not enforce compared with legitimate damages that a court will enforce.

All the above is theoretical as a board (in this case Roc's)would have generally consulted enough shareholders to ensure that 50% of the shares on issue support the proposal so that the process outlined above would never come to fruition. And the activist shareholder would not waste their time calling a general meeting.

Hope the above helps with your understanding.