Post by
Malpeque2 on Jul 23, 2021 3:37pm
IMO the Independent BOD and The Special Committee and
Independent Legal and Financial Advisors ARE in fact in breech of their fiduciary Duty.
Last I checked $8 cash IS a Superior Proposal than $6 Cash.
You can't just say it is NOT a superior Proposal because it is not capable of Being accepted because the Control Shareholder who is the $6 offer won't accept the $8.
I understand the control shareholders position. He would rather try and steal the minority shares for $6 than sell his control and all the company for $8. However, he did put the company "IN Play" with the lowball $6 offer.
The proper position for te Independent BOD and the Special Committee and their legal and financial advisors is to WITHDRAW their recommendation as to the "Fairness" of this offer at $6 when $8 is on the table. Go to the special meeting without an recommendation, and see if the majority shareholder can still get a majority of the minority votes to "Approve".
The minority shareholders who have any sense at all should vote NO on the Deal and then follow the proceedure for appraisal rights as outlined in the materials and the CBCA. It's and easy deal to then go before a judge as say the appraised value of the firm is $8, and I want $8 for my shares. As $8 was the competing offer.
Obviously the Chairman is a cheapskate, by a factor of $2 per share, and shareholders should drag as much money and time and legals etc. out of this person as they possibly can. He deserves it in spades!!