Tuesday, April 5, 2011

Dissent versus voting rights

The two concepts are entirely distinct from one another. My post was to try and provide a framework of comprehension to separate the two concepts.

All shareholders of record, whether as beneficial shareholders (shares held by your broker in the broker's street name), or registered shareholders (shares held directly) will receive proxy documents, without any further action required. If you're a shareholder of record on April 7, you will receive proxy documents, and you can vote your shares online, by mail, or in person at the Special Meeting.

Dissent is not about voting no to the offer. If you dissent, you lose your right to vote your shares. Your proxy will be cancelled by the act of registering dissent. Dissent is about seeking a "fair value" for your Century shares, and is a long drawn out process that can take years, and may require a number of court appearances. Apart from sending in a notice of dissent, which must be received by the company two days (I think that's what the NR said) before the meeting date, the process of dissent really only begins if the merger is approved by all the non-dissenting shareholders. So, if you dissent, you take a risk that your vote might have made a difference at the meeting itself. You also take the risk that the court will say that the fair value was the offered value, and you will have lost all that opportunity value of your investment, and may also be saddled with the legal costs incurred by WTG.

Lar

2 comments:

nt300 said...

Thanks for the much needed explanation. So the best course of action would be to accumulate enough NO votes to put a stop to this theft of Century and our shares. Hopefully we have enough legal evidence of wrong doing as to further assist in winning this thing and putting a complete halt on this Merger for the betterment of all Century minority share holders and the company itself...

Wingfong said...

Hi Lar
Thank U for the detail explaination on being a dessenting shareholder. Your 2 postings have cleared things up for me completely. Meanwhile I am waiting for the committee's recommendations/decisions in earnest. I hope we shall prevail.