RE:RE:RE:RE:RE:Add another one - Top 17 Personal Reasons I will NOT TenderUnless something quite unexpected happens between now and the March 1 tender deadline, which will get extended by 10 days, as I recall, the following will occur (very roughly speaking):
1. Offeror takes up shares tendered and pays $12 to those tendering
2. BBL.A calls a meeting for shareholders (including those not tendering) to vote on an Amalgamation Agreement under which any minority shareholder that have not tendered will receive $12 cash on completion of the Amalgamation Agreement.
3. Minority shareholders who do not want to settle for $12 vote against the Amalgamation and within the stated deadlines will roughly need to:
a) express / file a dissent asking to be paid fhe fair value for the shares
b) get shares registered in their name (need to request from broker, which could take some time)
c) consider any Subesequent Offer made (part of the process)
c) deliiver the share certificates to the Offeror if choose to not accept the Subsequent Offer
As apart of the above, the Offeror will make the Subsequent Offer to pay what they consider to be "fair value", which could be the same $12, but I believe could be less and could be more than $12.
If the dissenting shareholder does not accept the Subsequent Offer, I think that is the point at which the share certificates need to be deilivered.
The dissent is essentially a court process, whereby the shareholder is asking the court to determine fair market value. The cost effectiveness of this process is improved the more shareholders disssenting. Per Morningstar website, Fidelity owns about 800k shares. They are big and also smart emough to have an idea of what the fair value is.
If this process does get that far, after the tender offer is completed, BBL.A will be issuing notice of meting and will issue another Circular describing the next steps, including any planned amalgamtion and the rights of minority shareholders, including possible steps and deadlines. So it will be spelled out for you.
On your question re what they offer following receiving notice of dissent,they could sweeten the $12 in order to wrap things up, avoid costs and, perhaps, potential embarrasement there may be in a court process etc. Look up the court case involving Resolute Forest Products where the court awarded about 100% higher price to dissenting shareholders. Per Sept 27, 2019 Bloomberg article:
"(Bloomberg) -- Canadian investor Prem Watsa was “purposely forgetful” and offered a “mindboggling” explanation in court testimony explaining why he backed a low-ball bid for a pulp mill in a sale to Resolute Forest Products Inc., a Montreal judge concluded in the seven-year-old case.
Testimony by Watsa, chairman and chief executive officer of Fairfax Financial Holdings Inc., was so problematic it helped convince Montreal Superior Court Justice Michel Pinsonnault to award some Fibrek Inc. shareholders C$13.5 million ($10.2 million), plus interest. Fairfax “was in a blatant conflict of interest situation,” the Quebec judge said in his Sept. 26 ruling.
“Watsa’s testimony was so vague and filled with so many uncertainties, unlikelihood, unsubstantiated denials and contradictions that it is very difficult for the court to give credence to the affirmations and explanations of the witness whose memory appeared to be failing on the most crucial aspects of his testimony,” Pinsonnault said."
Perhaps the BBL.A directors do not care what unfolds, including how off the mark the current $12 offer might turn out to be . My guess is that 2 of the directors have a fairly high public profile, and will continue to: Adam Peterson and Ken Tanenbaum. Perhaps it is a matter of time, through any dissent process etc, their profiles are upheld or they are significantly impacted. For the time being, personally speaking (which is the case for all the above comments), I will personally stay away from any company involving any of the BBL.A directors.