Facts and opinions
Fact: In December of 2011, TGZ was negotiating with the OJVG with a view to taking over the project. (Oromin press release in response to request from securities regulators.)
Fact: The negotiations broke down. (No formal offer resulted from these discussions.)
Fact: TGZ made a subsequent offer for the JV on May, 17. 2013 “for similar share consideration as in the offer which was substantially agreed to in December 2011. However, Bendon rejected such offer on the basis that it did not satisfy their requirement for cash consideration.” (from TGZ filing)
Fact: ” On May 24, 2013, Teranga provided Oromin with an offer to purchase all of the outstanding Oromin shares for the same consideration as under the proposed offer, subject to conditions similar to those described herein, as well as confirmatory due diligence. Oromin declined to grant Teranga due diligence access on terms acceptable to Teranga or to engage with Teranga in respect of such offer, which expired on May 31, 2013. “ (This statement became fact when TGZ announced a hostile takeover bid for OLE. “
Fact: Teranga said on June 3 that they intended to make an offer for all of the Oromin shares that they did not own. (TGZ Press Release)
Statement by Teranga on June 3: “The making of the offer will be contingent on there not being any pending or threatened legal action prohibiting or restricting it."
Statement: “According to Mustafa Al Darwish, chairman of OJVG and managing director of Bendon, the offer represents an inadequate price for the Oromin shareholders and establishes an unreasonably low valuation on the OJVG project as a whole, based on current valuations of the OJVG project and interest from other larger public gold companies.” (Bendon press release)
Fact: Bendon filed suit against TGZ and OLE to block the proposed takeover of Oromin. (Bendon press release, confirmed in Oromin press release).
Fact: In the formal offering tendered on June 20. Teranga said, “It is also a condition of the offer that this litigation, and any other litigation that may be commenced by Bendon, be dismissed or settled to the satisfaction of Teranga.” (TGZ formal offer filed on June 19.) This change in conditions allowed the formal offer to proceed.
Statement: “Teranga has discussed this matter with Oromin, which has confirmed that it agrees with Teranga's interpretation.” (TGZ filing)
Statement: “Contrary to the representations made by Teranga in its circular, Oromin has not confirmed to Teranga its interpretation of the OJVG shareholder agreement. Oromin has not had any discussions with Teranga regarding the lawsuit commenced by Bendon International Ltd.” (Oromin press release, June 20)
There is a fact here somewhere but it is in dispute. One of these parties is not telling the truth.
Statement: “Teranga intends to continue to pursue a negotiated solution with Bendon and Badr and has requested the assistance of the Government of Senegal... to assist with discussions.” (TGZ filing)
Summary: In the fall of 2011, Teranga tried to buy the OJVG. They were unsuccessful. They launched a second attempt on May 17, 2013 for the whole project but Bendon rejected the offer because it lacked a cash component which they wanted(this offer was never made public).Then on May 24, Teranga made an offer to buy all the remaining shares of Oromin that it did not already own (this offer was never made public). Oromin rejected the offer. Bendon then sued Teranga and Oromin to stop Teranga from purchasing the shares of Oromin it didn't already own and becoming operator of the OJVG. On June 19, 2013 Teranga made a hostile takeover bid for Oromin.
Opinion: Based on publicly-available documents, there is no reason to believe that any negotiations are going on between Oromin and Teranga. Oromin "declined to engage with Teranga in respect of such offer (May 24)" and that is the same offer that was formalized on June 19. What indications are there that they are now talking?
There may be efforts by Oromin to find a White Knight to make a friendly, higher bid but, if so, no one is saying anything about it in public. It is clear that Bendon would not stand in the way of a much higher bid if there were a cash component to it but unless and until that happens (or some other element is introduced into the situation that we don't know about) they will pursue their lawsuit.
Opinion: “I do think that if their offer hasn’t changed much from whatever they were thinking the day they announced their intentions, Its D.O.A. “ Peter Grandich June 18
FACTS ARE LIKE OPINIONS, EXCEPT THEY'RE TRUE. (Poster at a political rally in Wisconsin)