Monday, March 14, 2011

Thoughts on Merger (Takeover) Offer

Although I am disappointed that the BOD unanimously recommended this offer, I am not surprised.  This process began last July when Peggy was paid $1 million to "retire".  She would never take the money and run, therefore she was forced out.  That means the other non-Russian Directors agreed to cut her loose.  If Peggy was paid $1 million, what did they receive?  The BOD has been acting in concert ever since.  They don't really care because they have no skin in the game - other than options that were doled out to them.  Sheridan is not an independent director because his firm handles all of Century's legal affairs; that relationship would soon end if he didn't toe the line and this merger, if successful,  will generate some very nice legal fees.

Production, as always you have made some excellent points - especially about disclosure of things like Bedard Dyke drill results and updated reserves and resources.  This is from the link posted by Ipanema on the weekend:

Acquiror’s Offer to Purchase


An acquiror’s takeover bid circular or Schedule TO must cover the following topics:

• background of the offer, which includes material contracts, arrangements, understandings, relationships, negotiations or transactions between the bidder and the target during the past two years (this disclosure is required in Canada only if the information is currently material);

• any material non-public information that the bidder has learned about the target, such as projections or other information acquired during due diligence; 

As RE and others have pointed out, it is hard to want to continue a relationship with these bandits no matter what they offer now.  The March 8 news release was incredibly stupid and unnecessary and created ill will and distrust of management.  I'll be voting "No Interest in Owning WTG shares".

As for the proxy vote, let's all make sure we all vote No to the "Business Combination". 

12 comments:

Anonymous said...

Does anyone know if Peggy still owns her CMM shares?

Anonymous said...

My understanding is that she still owns her shares.

FREDERICTON

Anonymous said...

Now that I read about Director Sheridan's inside business alliance with Messr. Major, Scola and Finskiy it is getting dirtier and dirtier and I'm getting angrier and angrier.

I do hope that the expression.... "no greater wrath hath a women, than a women scorned"...is true. I had my experienced suspicions concerning Peggy Kent's departure but I had to respect her quoted reasons.

FREDERICTON

bigjohn37 said...

Carib, could you please get Blizzy to outline his plan, and post his contact information.

Fellow CMM retailers, we also have another weapon in our hands (besides the NO vote, and any help from regulators). We pretty well all agree that the business ethics of the Finskiy/Scola gang and their cronies in both companies are shady (at best). We all deal with Brokerage houses. When the dust settles down let's all inform our brokers that we would not recomment that they extend any business courtesies to this GANG of thieves. And that we will not own any shares ina new WTG.

Good reputations take years to build, but one lousy & unethical (fabricated) NR to ruin. Maybe the news will get back to Maxim Finskiy, and perhaps even to his mentor, Mr Pokhorov (the Russian Warren Buffet ???!!!).

Anonymous said...

Well if its true that PK owns her CMM, that's an 11 Million block right there or roughly 1/2 of the 25 Million shares required for the 5% dissenting vote.

I have my doubts PK will be signing over her CMM in exchange for White Toilet Paper .67c/share.

Anonymous said...

Soon Tamerlane will be overtaking CMM. Revenge of Peggy Kent.

blizzy said...

Carib.
Need your help here.
Inbox me at Stock house.
blizzy

Wingfong said...

Hi Carib
..Closing of the business combination is subject to certain conditions including ...century shareholders holding no more than 5% of the outstanding century shares having exercised dissent rights.

What does "having exercised dissent rights" mean? 5% of outstanding shares = 20.4million (408x0.05=20.4million shares) does not seem to be much n this 20.4 million shares can veto the deal? what gives these shares the power?

Wingfong said...

Carib

If it is something doable, might as well start collecting commitments to build up this 20.4 million having-exercised-dissent- rights shares so that the deal may be stopped? Just thinking aloud

Nick said...

You make a great point Wingfong.
Just to clarify, today’s current range is $0.57 to $0.60, I believe the markets have spoken, they don’t like this deal, something is not right with it, it seems CMM share holders will get the short end of the deal, and end up losing out big time. There is also no guarantee WTG’s stock price will arise if and after this merger was to take place to justify this ridiculous and insulting 0.4 to 1 share swap. Its unfortunate the BOD are playing games with us for several months now.

Anonymous said...

Good morning all

As a starting point for Blizzy and Carib and directing them to Agoracom

Paydirt13, March 15, 11:05;25

Proxy battles: Canada’s shareholder friendly legislation.

It lays out the groundwork for starting a minority shareholders proxy battle without the exorbitant costs and procedures.

Kind of like a rag-tag guerilla army....which I would be proud to be a member of.

I relayed to Peggy Kent my hope and preference that she is considering taking a leadership role in this unacceptable situation. Messrs Major, Scola and Finskiy may be adapt at the Russian way of doing things but Ms. Kent knows her way around the "Canadian" way and methodology.

Reminder to read Paydirt 13's guideline on Agoracom, May 15, 11:05:25

FREDERICTON

Wingfong said...

Fredericton, I like what U had done. Must awake everybody n pull out all the plan B's Cheers!