This is an enlightening read:
www.innovatellp.com/publications/Class_Votes_and_Waiving_Class_Votes.pdf
Provides a breakdown of share structure and voting rights, etc. but also has interesting sections on Dissent Rights and the Oppression Remedy, two factors that are in important in the current situation. This passage caught my eye...
"The Oppression Remedy is set out in section 248 of the OCBA and provides the shareholder with the right to claim a broad array of relief against a corporation of which he/she is a shareholder if the corporation has conducted its business and affairs, or the powers of the directors of the corporation have been or are threatened to be exercised, in a manner that is oppresive or unfairly prejudical to, or that unfairly disregards, the interests of shareholders. The purpose of the oppression remedy is to protect the interests of minority shareholders."
The section on Dissent Rights is equally informative.
There are a number of options open to us.
9 comments:
BRAVO! This is what this thread needs to focus on rather than rally around some notion of a "NO!" vote.
Figure out how to use the rules to scuttle the deal - or at the very least FORCE management to have a "valuation" conducted of the WTG assets. Once an independent person conducts a fair valuation of both companies, then we will be able to evaluate the fairness of this deal.
Here is the link that works
http://www.innovatellp.com/publications/Class_Votes_and_Waiving_Class_Votes.pdf
Looks like an ambulance chaser looking for some work.
Messed up the link the first time, but it's now fixed.
Guy who wrote it does seem a bit desperate.
This is good information. We need somebody that can lead.
Good stuff here.
Thanks.
As a note to all I have my legal person looking into this now, visiting all the web sites.
Century mining.
Stockigloo.
Agoracom.
Stockhouse.
They have ny username and passwords to access all of the data.
FYI
There are two sets of rules that could apply in take-over attempts:
A. the amalgamation rules and
B. the related party bid rules.
In the related party bid rules, the majority of the minority (over 50%) need to actually tender their shares for a take private transaction to succeed (the related party cannot vote its shares).
In the Business Act amalgamation rules, 2/3s of those turning up to vote at a special meeting need to vote in favour of an amalgamation transaction (majority holder can vote its shares). As an amalgamation is often proposed by a related party then both sets of rules apply thereby making the majority of the minority rule the main protector for minority shareholders.
However, there is an exemption to the majority of minority rule as if [someone] owns over 90%. In this case, shareholders now need to choose to accept the offer or give notice to dissent.
To dissent means to write a letter indicating dissention along with proof of their shares.[I assume share certificates??] Under this scenario, [CMM sh] will still need to tender their shares as part of this process, but have the right to hire their own valuator for [Century Mining ] and put it to a judge. [White Tiger] will have its own valuation on [Century Mining] that support its bid at [ 0.4 for 1]. In the end a judge will decide what the real value is and what needs to be paid to the dissenting shareholders.
***The downside to this course of action is that the shareholders are without the shares and without the cash throughout the court proceedings.***
-----
I dont' have a problem with CMM being "valued" by WTG at $1.80/sh or $742M, I would gladly take $1.80per share CASH.
I have a problem with WTG being "valued" at $4.50 in the first place and therefore don't want to exchange my CMM paper for essentially "dilutive" WTG paper. What remedy would be there for CMM shareholders in having a judge decide what value there is in WTG assets (vis-a-vie find out if their offer is even in the right ball park?
CB
I too have no problem with CMM being valued at $1.80 at this point of time and I will accept the deal if it is for cash. But I have serious doubt about the $4.50 valuation for WTG's share. Hence $1.80 cash for one CMM share, deal. 2.5 CMM shares in exchange for 1 WTG share, no deal
2.5 CMM for 1 WTG is a complete insult on our intelligence. What was WTG before the big bump in share price? $0.28 was it? Cough Cough, they can keep their WTG shares and we will keep our CMM shares that are much more worth according to logic.
We need to somehow get through to people that hold a very large stake in CMM, so they won’t get co-Hurst into this mindless rip=off take over. I am sure they’ve also done there DD on the matter, but sometimes you never know. Give us $1.80 cash for our CMM shares and it’s a done deal.
What happens if we take this direction and our CMM shares get valued at say $3.00 (same evaluation from other professional institutes) then what, will they pay us $3.00 per CMM share? I don’t see it being worth anything less than $3.00 as it stands which is why they released the bad NR, what several weeks after the crusher breakdown and a day or two before the merger NR as to keep the price very low to give it the illusion of needing help to climb back up. It’s evident there is foul play happening here. We don’t need WTG coming to the rescue because there’s nothing to rescue but massive price manipulation for months now leading to this merger.
We were all setup and that my CMM friends is illegal.
Post a Comment