Post by
DAM$ on Sep 21, 2023 1:40pm
Another example of the timeline
Following Ahsineeg's great find and due diligence into the timing of the Special Committee (SC) and the Financial Advisor (FA), I looked at Kaminak Gold Corp as it was an example I quoted years ago when I started investigating LME and its potential BO price. I won't go over all the details of the mine again but give you the timeline of their acquisition. It is interesting that they had 3 interested parties and had two offers to consider and it still only took 8 weeks to complete from the engagement of the FA and they engaged a second FA to give an independent Fairness Assessment. This all happened in 2016
Jan 6 Kaminak entered into a number of confidentiality agreements, containing standstill provisions, with interested parties and updated its virtual data room to provide access to information on a confidential basis. Kaminak also facilitated a number of site visits with interested parties.
In March a company informally approached management to express its interest in considering a transaction whereby it would acquire all of the issued and outstanding Kaminak Shares.
Mar 18 Following consultation with the Special Committee, on March 18, Kaminak engaged BMO Capital Markets as financial advisor to, among other things, assist Kaminak with an evaluation of its strategic alternatives and provide a fairness opinion with respect to any transaction.
April 14, Goldcorp indicated that it had a strong interest in pursuing a transaction with Kaminak
April 21, Goldcorp delivered to Kaminak a non- binding proposal to acquire all of the issued and outstanding Kaminak Shares via a plan of arrangement. Goldcorp requested exclusivity to complete due diligence and negotiate definitive agreements.
April 23, the Special Committee met to consider the Goldcorp proposal. The Special Committee received a presentation from BMO Capital Markets analyzing the value represented by the proposed offer and discussed the financial, strategic and legal considerations with BMO Capital Markets and Blakes. After extensive discussion, the Special Committee determined, and Kaminak subsequently advised Goldcorp, that the proposal was not sufficiently compelling for Kaminak to enter into exclusive discussions regarding a transaction but that Kaminak would work with Goldcorp to help complete its due diligence if Goldcorp was prepared to consider delivering more value to Kaminak Shareholders.
April 2016, Kaminak continued to engage in discussions and facilitate due diligence with the first company that had approached Kaminak and consistently indicated that, if that company was interested in submitting a written proposal for Kaminak, time was of the essence
April 25, a third company, that had previously signed a confidentiality agreement with Kaminak, contacted Kaminak to indicate that it had an interest in pursuing a transaction with Kaminak and requested a site visit to the Coffee Property.
May 1, Goldcorp advised Kaminak that it intended to deliver a revised proposal on or before May 6, 2016.
May 2, the first interested party also advised Kaminak that it intended to provide a proposal to acquire Kaminak on May 6, On May 3, following the site visit, Kaminak
May 3, following the site visit, Kaminak contacted the third interested party to indicate that time was of the essence if it wished to pursue an acquisition transaction.
May 6, Kaminak received a revised proposal from Goldcorp and a proposal from the first interested party.
May 8, the Special Committee determined that the Goldcorp proposal offered a compelling opportunity for Kaminak Shareholders. The Special Committee instructed management to re-engage with Goldcorp to determine if they would improve their proposal in exchange for exclusivity.
May 9, the Special Committee entered into an engagement letter with Cormark to provide an independent opinion as to the fairness
May 9, to the evening of May 11, with the assistance of their respective legal advisors, Kaminak and
Goldcorp settled the terms and conditions of the Arrangement Agreement
May 12, Kaminak and Goldcorp entered into the Arrangement Agreement and the transaction was publicly announced prior to the opening of financial markets on May 12, 2016.
If they can pull that off, with 3 interested parties, two formal proposals and two Fairness assesments, in 8 weeks then I believe we are in for a VERY Happy Thanksgiving. You can almost smell the Golden Goose cooking in the oven.
Comment by
Thebluestroy on Sep 21, 2023 2:07pm
Fingers crossed, all quiet on the western front right now....calm before the storm
Comment by
Beaker1965 on Sep 21, 2023 5:46pm
Just hope our goose is not cooked, an expression we used in UK, when things go belly up.