Saturday, April 9, 2011

Century Shareholders Committee update

Today, the Century Shareholder Committee held a lengthy and very productive meeting. Unfortunately, Sudbury Novice is feeling unwell, so I have been seconded to provide you all with an update on the progress we have made.

The committee has a broad and diverse base, and it is very gratifying to learn how well we work together. We have considered many different potential strategies, but we have been drawn towards two from among all those available to us, from the very beginning. We have comfortably arrived at a clear consensus, and we believe that you will support our decisions.

Our next step is to meet with representatives of one of Canada’s most prestigious securities law firms, which will occur early next week. After the committee can reconvene to consider the recommendations of legal counsel, we will formalize our strategy for release to our fellow shareholders.

Century Mining is required to distribute the Management Information Circular to shareholders no later than 21 days before the Special Meeting. We anticipate that the MIC will be distributed 3-4 business days before that deadline, suggesting that it will be in the mail by April 15-18, in advance of that 21-day threshold, which falls on April 21. Our strategy will most likely be released shortly after the public release of the Management Information Circular. We will need to give it a complete and careful review, in order that we may ensure that our strategies have addressed any and all relevant considerations revealed in that document, before we go public with our response.

The Committee expects that it will soon be necessary to raise funds, to cover legal costs, the cost of obtaining a shareholder’s list, and other sundry expenses. Please give some thought to what you might contribute to our collective cause. We will give explicit details for depositing funds to the Committee, once we have made the appropriate arrangements.

Lar

18 comments:

Rickydee said...

I would certainly be interested in donating some money, i can pitch in maybe 200bucks at the moment, considering im getting married soon and house purchase etc. I know its not much but if everyone collectively does this we should be fine. In terms of donations I would assume there would have to be some sort of security or protections regarding such a thing.

bigjohn37 said...

Thanks, Lar, for your most useful update. It's good to know that you (the committee) are working so well as a diverse group, for our collective interest.

And thank you Rickydee for being the first out of the gate (so to speak) to offer your financial support (even though you have your wedding coming up). Won't it be a nice present for you that you'll be able to get fair value for your investment in CCM down the road!? I am sure all of us minority shareholders will line up behind you, Rickydee, to ptotect our rights (& chip into the kitty). The only thing that rubs me the wrong way about this fight is that Finskiy & his cronies are using our money (from the corporation) to finance the proposed merger. But, in the end, we'll send them packing, because truth & justice shall prevail!

maria said...

I want to thank the whole committee for all the time you're devoting to this matter and, I'm sure I speak for most people, we're willing to contribute toward the expenses incurred.

Ron S. said...

Thank you very much for excellent and professional work. I will be most happy to pay my share for a good lawyer and other expenses.

NSX001 said...

Good morning Observer!

I would also like to echo my gratitude to the whole committee, for putting in their personal time and hard work for all us retail's benefits.

Please consider me as part of your extended committee, I will be glad to contribute to the cause, some one wrote a while back that maybe $1.00 for every 1,000 shares should cover most of the preliminary sundries, If the committee believes this to be the case, then please lets start a.s.a.p.

I also think that we (the dissenting shareholders) should be asking our brokers for the actual share certificate before it gets too late.

Another questing that I asked before with no answer, I was told by my broker that my RSP shares cannot be taken out of the accounts without cash to replace them, is that correct?

Rickydee said...

I am wondering the same thing, they told me I have to take my 136k shares out of registered TFSA in order to receive the share certificates. Being this the case I would basically lose the benefit of the TFSA which eliminites any capital gains that i have to pay tax on

paliman said...

I also would like to convey my gratitude and support to the members of our commitee. faithfully paliman

Wopster said...

I would also like to thank our committee for all efforts and for commencing a defensive side for all us monority shareholders.

Also, Can we vote on merger and then if merger goes through - dissent our shares at that time?

I have heard different comments in regards to this.

Anybodies comments would be appreciated!

Observer said...

Wopster, you can either vote, or you can dissent. You have to register as a dissenter two days prior to the Special Meeting, and by doing so, your proxy (your voting ballot) will be cancelled. If and only if the merger proceeds will your dissent proceed towards determining a fair valuation. If you later change your mind about dissenting, you can cancel your dissent and accept the merger offer as it was passed at the Special Meeting.

Lar

maria said...

I really would appreciate if someone would be so kind as to let me know if, indeed, we need to possess the certificate in order to file for dissent.
Could you please point out where I can find that information.

I have called my broker several times and he thinks I will not need it...
He says corporations are moving away from paper into just "book entry".

nt300 said...

I too would also like to thank our committee for all efforts and taking the time away from your families and friends to help defeat this merger and/or get us a much better offer...

In regards to Dissenting, if anybody plans on dissenting, those shares will no longer contribute to a NO vote which may be the deciding factor in us winning the NO vote. Just thinking outside the box here, any comments?

Is it better to vote NO or Dissent? Obviously “IF” Fink-Ski and Associates have enough votes to push this merger through, then yes we should all Dissent but how would we know?

Thanks

Wingfong said...

It is great to note members of the committee are working well. Thanks for the timely update. I shall wait for the recommendations from the committee after the release of the MIC which is expected to be between 15/18 this month. Perhaps a competing bid comes forth soon after this too.

Ron S. said...

NT300
exactly my questions also.
I am planning on not dissenting and voting NO at this point.

Regarding share certificates subject, I haven't heard of anyone holding paper shares for years (decades?)now. Our broker is technically the holder of our shares, not us, and they do not mail paper back and forth these days.

I am seeking more comments on the whole topic as well.
Ron

NSX001 said...

Ok! I found this post by hoov, on AGORACOM from back in March. Please read the comments.

posted on Mar 18, 11 10:02AM

Just trying to clarify some language here, as the meanings in securities law are more constrained than those in common usage. The concept of dissent is very specific, and does not mean the same thing as someone who votes against the offer.

In securities law, a dissenter is a shareholder who does not wish to receive the offered securities for his shares, preferring cash. If a shareholder elects to dissent from the offer, he cannot vote. He must obtain the actual share certificate, and file that with his notice of dissent, before the vote takes place. If the deal is approved by the voting shareholders, that begins a potentially very lengthy process of determining the 'fair value' of those escrowed dissenting shares. That value may not be the literal cash value of the offered securities, and may require lengthy proceedings in the Superior Court of Justice for settlement.

Now, I can't say without reading the actual Information Circular, but in every case I've seen so far, the offeror (WTG in this instance) will place a limit of 5% dissenters on the offer, written so as to give them the opportunity to scuttle the whole deal if they choose to do so. But they wouldn't be obligated to cancel the deal, it would be entirely the choice of WTG management.

Let's use words other than dissent when we talk about refusing the offered securities. Let's talk about naysayers, no votes, refusers, opposed, etc. Although the word dissent makes sense in common usage, it is not appropriate in this instance. It leads to confusion if we continue to use it improperly.

maria said...

I haven't heard much about the importance of being prepared in case we're "forced" to dissent.

I'm assuming the committee will recommend dissent if, after studying the matter carefully, they find we lack the number of votes necessary to defeat the merger.

Again if we're forced to dissent
is everyone, who doesn't already possess the certificate, instructing their brokers to order one?
According to my broker(at Charles Schwab) it takes three weeks to receive it and then mail it back along with the notice of dissent (I have no idea how long that will take considering I'm mailing it from the US). I'm afraid it will not get there two days prior to the SM.

nt300 said...
This comment has been removed by the author.
nt300 said...

It shouldn’t take 3 weeks to receive the proper documentation. You should request and perhaps pay for say Priority Mail or Registered mail, even overnight delivery...

Anyway IMHO, I think we should have enough votes to reject this merger, I believe CMM shareholders of all ranks are beginning to understand what truly is at stake here and how truly unfair this deal really is.
Finskiy’s Planned Takeover overview should be enough to persuade undecided voters that a NO vote is the only way to win and watch CMM grow the way it should have grown all along.
There’s several companies similar to CMM that have (In 2 years time) were trading at pennies per share and now are well above the $2.00 mark. CMM should have been among those stocks.

Regards,

Gold1 said...

iTrade gives 2 weeks as a possibility for delivery of certificates. It all depends on how quickly the transfer agent can act. We are in for voting NO to merger (can even trade these shares) but once the process of delivery of certificates starts to when they are back with the agent, we no longer have the trade option. I hope not to take delivery of shares -- no work
for agent including the delivery of wtg to me!! UGH