The End of TurdStarHi All,
I woke up seething. I was processing the following all last night.
From The Globe and Mail (interestingly you won't find this information in the Toronto Stary story):
"The upstart bidders, known as Canadian Modern Media Holdings Inc., were prepared to up the ante to 80 cents a share, along with contingency payments which could be worth 50 cents a share or more, Mr. Selfe said on Saturday".
“We are still prepared to make that bid,” Mr. Selfe said. “We are assessing all of our options. Clearly, [the 74-cent bid] is inferior to what we were prepared to offer. Our financing was in place and we were prepared to meet Torstar’s proposed timeline. It is bewildering to me how this could happen if one were focused on maximizing shareholder value.”
You have to ask yourself why they are referred to as “upstart bidders?” TurdStar (formerly known as NordStar) was only recently incorporated to do exactly the same thing Canadian Modern Media was proposing to accomplish. Is there something presumptuous or objectionable about the Proud brothers? What special media talents do Paulie Walnut and Fredo bring to leading Torstar in the 21st century?
When Fredo is quoted in the Torstar propaganda piece as saying “The Toronto Star is a very important pillar of this country, and we intend to do the best we can to ensure this Canadian institution thrives for another hundred years.” it makes you want to cough up your corn flakes. I guess he learned his lesson about speaking in 3-5-year terms as it reveals too much about their real motives.
The Torstar and TurdStar propaganda like to play up Fredo's brief connection to the Raptors in his capacity as waterboy as perhaps somehow this legitimizes his pedigree. The name of the team is prescient in that's how shareholders should feel about their treatment by TurdStar.
Paulie Walnuts is smart in keeping a much lower profile because of his connection to Watsa and Fairfax. Paulie is a lawyer by training and knows the thin ice he is treading on.
This is the part that will come back to bite the Torstar Board with my notations in brackets – “The Board determined in good faith (written by a lawyer because there is no good faith in this decision), after consultation with its financial and outside legal advisors (more weasel words to protect them from the inevitable litigation for gross incompetence), that (1) the unsolicited offer (as if unsolicited is a pejorative term) from the private investor group (can’t even bring yourselves to name them) would not be able to constitute a “Superior Proposal” under the NordStar Agreement, as amended by the Amendment (let’s see Canadian Modern Media make its $.80 offer along with the contingency payment and see the sputtering from Honderich and the gang), as such offer would not be reasonably capable of being completed without undue delay relative to the NordStar transaction (Canadian Media is quoted as saying they were prepared to meet Torstar’s deadline, so who is telling the truth?), and (2) the NordStar Agreement as amended by the Amendment is in the best interest of the company (that statement certainly should be tested in court as $.80 is significant higher than $.74 and the contingency payments represents a substantial boost in value to shareholders.)
One has to wonder what Fairfax has on Torstar that would compel them to accept an appreciably lower offer? Who shuts down an auction with bidders prepared to pay more unless something nefarious is going on? Why does Fairfax lock-up their shares for which they paid considerably more than $.74 for and only in November 2017, purchased 9.4 million shares at $1.25 to increase their holdings to 29 million shares to sell them all now at a substantial loss? It doesn’t add up and an investigation into prior takeover offers by Fairfax may reveal the core of this dirty deal.
Canadian Modern Media needs to go hard at exposing this rigged process. They need to make their offer public and see them all squirm. A class-action suit will follow using the oppression remedy. I am not a lawyer, but there can’t be a more blatant case of shareholder abuse. This is ripe for a very public trial that will finally expose and get rid of Honderich and his ilk.
The oppression remedy is a mechanism in the Ontario Business Corporations Act and the Canada Business Corporations Act to protect the interests of shareholders and stakeholders in a corporation against wrongful conduct. Time to go to court and right this wrong.
MW