WARNING: I haven`t performed any research on this subject matter lately (as yet). It has been a while. I am going from vague memories of this subject matter. Someone should try to confirm the thoughts below, by looking through the MI 61-101 document. People that have lawyers should check with their lawyers to confirm.
EDIT NOTE: I HAVE EDITED THIS POST TO REFLECT A PLAN OF ARRANGEMENT APPROACH. THEY ARE USING A PLAN OF ARRANGEMENT WHICH IS A 1 STEP PROCESS AS OPPOSE TO A 2 STEP PROCESS (ie. a takeover bid attempt first and then a plan of arrangement as a secondary stage effort). IT MEANS THAT WE CAN ONLY INFLUENCE THE OUTCOME BY VOTING. WE ALL NEED TO GIVE OUR VOICE BY VOTING!!! IT IS THE ONLY WAY TO INFLUENCE THE VOTE OUTCOME.
In a nutshell, to close off the Business Combination, I see them needing approval on 2 separate votes:
1) They need Century shareholders to vote for 66 2/3% in favour of the WTG combination. Now, Finskiy and related parties will be allowed to vote their shares in this one. However, given the massive public disapproval for this deal (also reflected in the share price), 66 2/3% will be a major challenge for Finskiy to achieve, even with his own shares included.
2) In addition, they also need the majority of (typically refers to as minority) Century votes to be 50% (plus 1 vote) in favour of the WTG combination. Now, if I recall correctly, Finskiy and certain related parties will NOT be allowed to vote their shares in this count. As I had suggested a while back, this may be why Finskiy appears to have reduced his shareholdings by 50.5 million (shares and warrants), per SEDI (via ``Other``), and potentially over to friends (but unproven at this point) - to allow those shares to vote as part of the majority of minority voting process (again, I am not accusing Finskiy of this, but I am just throwing this out as a possibility given that we don`t know what ``Other`` is intended to mean on SEDI).
Hence, the title of my post.
This is from the news release:
``Conditions to Closing``
``Closing of the Business Combination is subject to certain conditions including:``
(including)
* ``approval by a minimum of 66 2/3% of the votes cast by Century shareholders at a duly called special shareholders' meeting;``
* ``approval by a majority of the votes cast by Century shareholders at the special meeting, excluding those votes required to be excluded pursuant to applicable regulatory requirements ("majority of the minority" approval) under MI 61-101 (as defined below) and the rules of the TSX Venture Exchange (the "TSX-V");``
33 comments:
Great Read, Thanks...
Clearly the markets have spoken, CMM stock price currently stands at $0.56. Immensely undervalued especially with the prospect of a merger. The markets already voted NO to this merger proposal and so should we...
In regards to the 61-101 - I recall hearing in the CC that they are exempt to this for some specific reason - Anyone recall this????
Could you be thinking of the exemption from a formal valuation requirement?
This if from the NR:
``Related Party Transactions / Business Combination
Pursuant to Multilateral Instrument MI 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Bridge Loans constitute a "related party transaction", and the Business Combination constitutes a "business combination", for Century as Maxim Finskiy, a director of White Tiger, beneficially owns and/or exercises control or direction over more than 10% of Century's outstanding common shares and more than 50% of the outstanding common shares of White Tiger. Century is exempt from the formal valuation requirement as its securities are not listed or quoted on a specified exchange as outlined in MI 61-101.
Each of the Business Combination and the Bridge Loans constitutes a "related party transaction" for White Tiger under MI 61-101. No formal valuation on the part of White Tiger is required under MI 61-101 in respect of the Bridge Loans and White Tiger is exempt, pursuant to section 6.3(2) of MI 61-101, from the requirement to obtain a formal valuation in respect of the Business Combination.``
No valuation for either company required? How convenient.
Also during the CC yesterday, Major said valuations were performed by special committees without any elaboration on who was on those comittees or what metrics they used in crunching the numbers.
Prod5 - that last paragraph regarding White Tiger and the bridge loan: are they saying no valuation required BECAUSE of the bridge loan? (that's how I'm reading it).
If so, more puzzle pieces coming together. No wonder CMM took that hastily produced bridge loan if it would by-pass scrutiny of WTG balance sheet.
That is how I am reading it too.If it is really the case that the bridging loan was taken to mask over the need for TWG getting evaluated, then it does smell fishy indeed!
Called Century Mining Investor Relations. Could not answer one question. Kept telling me to "read the press release" and "refer to SEDAR and circular" for information on White Tiger.
I don't think these people have the best interest of Century Mining Shareholders at heart.
P.S. I did ask about the Lamaque mine and it is currently doing 1200 tpd thereabouts and is expected to be cash flow + in March.
Keep up the fight. Another 80,000 shares say no.
Melk
im voting my 1% of NO.
Melk, that is good news in regards to Lamaque. Maybe a positive NR will push CMM back to where it belongs.
Here is my interpretation of how the Majority of Minority voting process works (again, going from only vague memories on this subject matter).
Let`s say that Century has 408 million common shares outstanding (prior to warrants that could later be exercised).
I believe SEDI shows around 112 million common shares for Finskiy remaining.
I think it shows around 1 million remaining for Scola.
408-112-1 = 295 million
It means that the Majority of Minority tabulated votes will be based out of a total of 295 million possible votes (in this hypothetical example).
295 million * 50% = 147.5 million
It means that Finskiy needs 147,500,000 ``YES`` votes (plus 1 more) in order to win the Majority of Minority vote. He has to get 147,500,000 of OUR shares or he cannot close off the business combination. Again, a NO vote counts as ``NO``. Any non-vote counts as ``NO``.
Again, my interpretations only.
How on earth is Finskiy going to get 147,500,000 ``YES`` the way the market has reacted to the offer (and the perception of all the underhandedness)?
He might be able to get votes for the 25 million common shares to vote ``YES`` (from the 25 million ``Other`` transaction on SEDI), but he would still need over 122 million more.
He might have brought in more people to vote for him via all of the recent cheap $.39 financings (again, not accusing him of this, but just being open to all possibilities), but they still do not equate nearly to 122 million votes.
We hope the No vote wins the day. I believe the market will correct CMM share price if and when NO wins the day. IMO.
Is everyone aware of this?
Argentex Mining Corporation ("Argentex" or "the Company") (TSXV: ATX) (OTCBB: AGXM) is pleased to announce the appointment of Peter A. Ball as its Executive Vice President of Corporate Development, effective March 15, 2011.
Pro5 - do you own shares or no?
Just wondering if I should bother to sell at .56 or not. Seems like a waste but there are other opportunities I'm missing waiting on this CMM.
If they need more Votes(shares) they just extend the process or issue crappy NR's, market sells off and they buy more cheap shares.
Peter
Thinking dark thoughts here...
Wondering if Mr. Ball is acting as a voortrekker for Finsky et al.
Argentex would be quite a coup for those folks...
My impression (after lurking on this blog for several months) is that most here have not been much impressed with Ball's performance as VP Investor Relations for Century.
Now more than ever CMM is ripe for the picking for a "white knight" to come in with another offer.
At this point I'm starting to think that most shareholders would take $0.75-$0.80 from another company solely out of frustration and anger with Finskiys offer.
Assuming that doesn't happen and shareholders do end up voting down the deal, where does that leave us? Would be do another PP to cover the imcomprehensible $13.5 million out-clause? How could we go on supporting this company with current management? Hell I can't believe I'm saying this but I'd almost be willing to hand things over to McNutt he doesn't seem to be involved in this.
If this "merger" collapses under its own weight then the price of CMM will rapidly recover to the pre-merge, pre-crusher pr levels (ie. high 70's, low 80's).
Lamaque is ON TARGET to produce the 70.000 oz. Perhaps you didn't notice Mr Majors subtle dig at the one caller who enquired about Lamaque status. CMM was only reviewing production levels from Lamaque, not revising them downwards. (Yes, thanks for clarifying on that point Mr Major b/c that tells me Lamaque is at break even if not cash flow positive right now!)
With over 140,000,000 in cash flow from CMM expected in 2011, and without the burden of facing a 39% share dilution from the WTG albatross, CMM will keep on rising past $1.
Let's just say it outright - White Tiger Gold appears in every way to be a total and complete fraud. At the moment - Bid is 3.75 and ask is 3.95. A 8% spread!!! WTG is supposedly "up" 12.68% on a measly 5775 shares.
I tried to short it but what a surprise, no shares are available to short.
WTG appears to be a modern day Bre-X. Except this time instead of salting the samples, the scam is having 99.999% of shares held by insiders and blowing up the .001% of "free trading" shares that are left to 16 times their fair value.
BB-I don't think we need to cover that poisonous 13.5M if we vote it down.
There are stipulations in place for situations in which CMM would be on the hook for it, and I don't believe a negative vote is one of them.
I'm convinced there may be provable criminal activity going on here.
In addition to the multiple TSX violations going on, collusion and fraud is becoming more evident.
A few years in the slammer may be what is in store for these sloppy wannabe crooks.
CMM stock price is taking a dumping once again, hang in there boys, this should not be happening.
Another phoney crusher problem? Or perhaps Mr Finsky stubbed his big toe? (he's worth at least $200M in valuation dontcha know!) wink wink nudge
If NO wins the vote there is no $13.5 million payout penalty. That's what CMM IR told me.
So I guess the Board will just keep talking like broken records "see PR" "Review Sedar" until the vote and then shrug their shoulders and said they "tried" to convince us best they could.
CMM IR also confirm to me that Lamaque is mining 1200 tpd thereabouts in March. However, they could not verify for me what break even level is but I think it was around 800-900 tpd? I know for sure it wasn't 1200 tpd so they are most likely in the green $ right now.
Anyone remember what break even for Lamaque was? Its not on any of the CMM presentation slides.
Melk
Spoke to CMM today:
------------------
NO counts as NO
Yes counts as Yes
No answer/no vote counts as nothing and is NOT included in either column.
Also shares in RRSP can be voted as well. You can vote through mail, email, phone or in person.
Anonymous,
Thanks for the clarification on voting but when we vote - how do we get our shareholder certificate or proof of holdings so they know how many shares we actually are voting upon.
I believe they mail out the circular with a code/number on it. When you vote, the code is requested, and it must register the amount of votes you have.
Been awhile, but I believe this is how the last vote went.
``No answer/no vote counts as nothing and is NOT included in either column.``
I will have to focus on that once I get around to doing my research on this subject matter.
I remember at least one (if not all) of the voting processes counting non-votes as ``NO``. I actually remember seeing that in actual documentation somewhere (in the past).
Additionally, I remember something about a secondary step they can move to (at a later stage), via a Plan of Arrangement, which would then be through the courts. I recall that being the step where the non-votes don`t count.
Again, I haven`t done my research as yet. People should speak to their lawyers to fully understand the situation.
If non-votes are not counted then we all need to ensure we vote ``NO``, and make the effort to spread the message.
I did notice they mentioned this on the NR:
``majority of the votes cast by Century shareholders``
With the ``of the votes cast`` part, they have made it very specific with this situation. You might be right.
I`m going to still look it up and also look at other similar situations.
They still need both the 66 2/3% for the general vote and the 50% (plus 1 vote) for the majority of minority vote to close the business combination though, right?
Any word on that?
And Finskiy and certain related parties are not allow to vote there shares on the majority on minority vote, right?
Is this TRUE?
------------------------------------
I pulled this off an old special meeting proxy.
Your vote is important.
If you do not plan to attend the meeting and vote in person,
please give us your voting instructions right away. We will vote
on your behalf according to the voting instructions you provide.
We cannot vote for you if we do not receive your
voting instructions.
If you do not specify how you want your securities voted,
they will be voted as recommended in the information circular.
-basically they will be voted as recommended by your BOD if you don't vote
It looks like they are doing it through a ``Plan of Arrangement``, hence...................
From the NR:
``....subject to shareholder, court and regulatory approval, combine under a plan of arrangement....``
For those who spoke to Century IR - were you talking to Peter Ball or someone else? My understanding Peter has left but not sure if he is still in his transition phase.
I spoke to someone other than Peter Ball. Peter Ball is not there anymore.
Melk
i'm voting no with my million shares. the baldfaced lies and sleazy deception on the CC were appalling. we were disgusted with Major. does he have children?
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