Worldspace is inviting interested parties to examine its ‘Evaluation Material' in order that they might proceed with a bid for the business. However, they have set some extremely tough terms that extend significantly beyond the normal confidentially restrictions one might reasonably expect.
The problem of any ‘due diligence' action by a business when examining the assets of another is that the seller is bound to unveil all of its records, contracts and financial information to the prospective buyer. But many of these prospective buyers could just on a fishing expedition, looking to learn as much as they can about a rival business and despite the fact that they have no real intention to buy the business.
Worldspace, in its requirements to potential buyers is setting some extremely tough terms on possible buyers/investors. For example, Clause A of its Non-Disclosure Agreement requires interested parties to agree - for a period of 2 years - [not to] "acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any securities or direct or indirect rights to acquire any securities of the Company or any subsidiary thereof, or of any successor to or person in control of the Company, or any assets of the Company or any division thereof or of any such successor or controlling person."
And also agree to Clause B, [not to] "seek or propose to influence or control the management or policies of the Company, make or in any way participate, directly or indirectly, in any "solicitation" of "proxies" (as such terms are used in the rules of the Securities and Exchange Commission) to vote any voting securities of the Company or any subsidiary thereof, or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company or any subsidiary thereof."
The terms and conditions go on for another 5 clauses, plus paragraph after paragraph of restrictions and limitations on what a prospective purchaser must or must not do with Worldspace's Evaluation Material. As our source suggests: "Not the Non-Disclosure Agreement of a company looking for an honest solution".

Source: Rapid TV News 2008

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