RE: RE: RE: Proxy CircularMy opinion and view. Do your own due diligence.
from p.10 of Circular:
"As of the date of this Circular, management of Galway is not aware of any pending take-over bids for the
Galway Shares, or of any person who intends to make a take-over bid for the Galway Shares."
No lie here. If any company (or person) is interested in taking control of Galway Resources, it would not be by way of "take-over bid". It would be by "plan of arrangement". Please read the following and take special note of the highlighted parts.(highlights are mine)
From link: p.7-8 https://www.torys.com/Publications/Documents/Publication%20PDFs/Takeover_Bids_Guide_2009.pdf
Alternatives to a Bid
There are advantages and disadvantages to takeover bids and tender offers when
compared with alternative ways of acquiring a target. The best form of transaction
will often become apparent in the planning or negotiating phase, depending on
a myriad of factors including the tax implications of different structures, the
available methods of financing the transaction, potential regulatory hurdles such
as antitrust review, and the target’s receptiveness to an acquisition.
A takeover bid or tender offer is usually the fastest way to obtain control of
a target in Canada or the United States and is the only way to acquire a hostile
target because the offer is made directly to the target’s shareholders, bypassing its
management and directors. On the other hand, if an acquiror is unable to obtain
a minimum threshold of the target’s shares in a takeover bid or tender offer, a
second-step shareholders’ meeting to vote on squeezing out the non-tendering
shareholders will be required. This could eliminate the timing advantage of
takeover bids and tender offers in obtaining full ownership of the target.
In Canada, amalgamations and plans of arrangement are the main alternatives
to takeover bids. Both of these options require a target shareholders’ meeting
and supermajority (66 M%) approval of the transaction. A single-step merger
in the United States is equivalent to an amalgamation in Canada and is the main
alternative to a tender offer. These transactions generally also require approval by
a majority of the target’s shareholders.
A plan of arrangement is a very flexible way to acquire a Canadian company.
This method requires court approval following a hearing and, although this may
provide a forum for disgruntled stakeholders to air their grievances, a plan of
arrangement allows the parties to deal with complex tax issues, to amend the
terms of securities (such as convertibles, exchangeables, warrants or debentures)and to assign different rights to different holders of securities.
Plans of arrangement also provide acquirors with greater flexibility than
takeover bids to deal with the target’s outstanding stock options – for example,
if the option plans do not include appropriate change-of-control provisions for
accelerated vesting or termination. Plans of arrangement have the added benefit
of being eligible for an exemption from the SEC’s registration and disclosure
requirements for securities that the acquiror offers as consideration.
Takeover bids and tender offers may be more difficult to finance than other
kinds of transactions.In the case of a merger or amalgamation, assuming the
requisite shareholder vote is obtained, the acquiror can immediately secure the
financing with a lien on the target’s assets, since the acquiror will own 100% of
the target at the time it needs to pay the target’s shareholders. In the case of a
bid or tender offer, if the bidder does not obtain sufficient tenders (generally90%) to complete a compulsory or short-form second-step merger to acquire any
untendered shares, the acquiror may find it more difficult to secure financing.
In Canada, amalgamations and plans of arrangement are permitted to be
subject to a financing condition, whereas bids are not; however, the target’s board
will generally insist on financing being in place for an arrangement. U.S. tender
offers and mergers are both permitted to be subject to a financing condition (see
“Conditions” in part 4, “The Rules of the Road,” below).
****** This does not mean that a so called "take-over bid" might not show up very shortly. ******
GLTA