Kure Technologies Inc V.KUR.H

RE: Take Over Bid "Un-protection" ....

[Crotch]

I think you may have misunderstood the intent, and meaning behind S 192 of the CBCA, and the provisio that a "Plan of Arrangement" is not considerd a  take-over bid.

Firstly, this process is not intented to dissolve Look, or proffer for sale it's shares. It is merely a sale of some or all of it's assets.

In this case, any offer on these assets (in part or in whole) is not an offer on voting shares, and therefore not a "take over" of the corporation.

If, in the interim, an "interested party" deems it to be more practical to attemp a take-over, our rights as shareholders can be exercised.

Secondly, despite claims to the contrary, this process is also in place to ensure a certain level of "fairness" - in other words - the court won't allow a "fleecing" to take place. If you recall, the court ensured fairness to the shareholders involved in the BCE deal (as opposed the debt holders) ... if I recall correctly.

Given what Look has done to this point, I am inclined to believe that management is operating properly - albeit, I would like to see a little more transparency in terms of post-sale plans.

There is no requirement to include shareholders in this process - they could have unilaterally decided to sell their goods, and piss on the shareholders - but they didn't. Even though they "recommend" we vote in favour - they are still giving people the choice one way or the other.

InDa, you seem to be viewing the "Motion" in an incorrect light. I can understand why you would feel that this process is merely in place for management's benefit - but it isn't. The court, and the precedents that have been set in the past (with regards to other S 192 arrangements), will ensure that Look's claim to "maximising shareholder" is actually followed through with.

Shareholders aren't being neutered in this case. We will benefit from a court-approved process.

This process works as much against management as it does for them. There are no negotiations with bidders - they either accept or reject them (under supervision of course). Granted, management can certainly act in their own interest...but this may be very difficult to justify to the Monitor and the Court...