RE:RE:RE:Dissent RightsIt seems to me that if those who want to vote NO, and also dissent, they get to have their cake and eat it too:
a)If the NO vote prevails, they don't get paid out, and achieve killing the deal.
b)If the YES vote prevails and dissenters are less than 5%, they get paid out a fair price determined by the courts, and have to opportunity to either buy Denison Energy, or invest elsewhere;
c)if more than 5% of shareholders dissent, then either FCU or DML or both will not proceed with the deal as it would likely cost them over $20 million in cash.
quakes99 wrote: Thank you teevee, I stand corrected. Yes, Dissenting Shares can vote NO, which would be voting against their hope to get paid out if the deal is approved. They are prohibited from voting Yes, because that would increase the odds that they would get paid out after the agreement is approved.
Voting NO would reduce their chances of getting paid as per the exercise of their Dissent Rights, because if the agreement is rejected then no Dissent Rights will apply.
Cheers!
teevee wrote: Quakes,
you are incorrect.
A shareholder may vote no AND dissent. It is correct that a shareholder cannot vote yes and dissent, nor can a shareholder dissent only a portion of their position.
quakes99 wrote: As it appears that the Vote No group is lacking confidence in a No outcome, they are trying to work out a plan whereby to prevent shareholders from being even allowed to vote on the agreement, using the 5% Dissent Rights clause noted in the Circular. I've been doing some research this morning on that aspect of the Agreement to better understand how Dissent Rights work. In case you're interested, here's what I found.
Only Registered Shareholders (those whose shares are not held in a brokerage account, but are instead directly registered with Fission, and therefore not traded on the markets) have the right to "opt out" of the arrangement, called Dissent.
If they go through the Dissent process, via their lawyers following the legal process provided, then by exercising their Dissent Rights they will not receive 1.26 Mergeco shares if the Arrangement is approved. Instead, their Fission shares will be paid out by Denison Mines in a cash settlement for "fair value" which would be determined through court proceedings. A judge would decide the cash value paid by Denison to each Fission Registered Shareholder who opts out through the Dissent process.
As it is Denison Mines that has to pay off the Dissenting Registered Shareholders, they have included a clause in the agreement that allows them to terminate the merger arrangement if more than 5% of Fission Shareholders exercise their Dissent Rights. In essence, that would be if in the order of 20M voting shares dissented. The reason for that clause appears to be the financial burden that those 20M+ dissenting shares could place on Denison.
If, for example, the courts decided that "Fair Value" for FCU shares was $1.00 then Denison, if they proceeded with the shareholder-approved arrangement, could be forced to pay out $20M+ cash to those dissenting shareholders in return for them surrendering their Fission shares.
The Agreement says that Denison has the right to terminate the agreement if more than 5% Fission Shareholders dissent, but it is not compulsory. They could choose to waive that right, go ahead with the approved arrangement, and pay the Dissenting Shareholders the fair value amount determined by the courts. Presumably, they would have to ensure they had sufficient cash in the treasury to do that, which becomes an expensive extra cost in closing the arrangement.
As Dissenting Shareholders forfeit their right to vote, their shares are no longer voting shares so cannot vote NO. If the remaining voting shareholders vote Against and reject the merger, then the Dissenting Shares are not paid out and the agreement is terminated.
That's what I understand from my reading of the Plan of Arrangement and Circular.
Good luck with your own due diligence!