Peregrine Diamonds Ltd. PGDIF

RE:Exchange Trades?

[Oregonduck]

shneps wrote: Not sure if anybody has an answer for this question but my curiosity is killing me. Does anybody know why virtually ever trade is a cross trade and why anybody would bother trading, three days before the deal basically closes, at 23.75c and 24c? Is this DeBeers buying since the announcement, collecting as many shares as possible to sway the vote? Collecting as many shares as possible (80million of them) to try and save $400,000? White knight? Don't think so. I don't know.

Under the takeover regime, DeBeers and/or with with other joint actors are not allowed to buy any shares in the open market once the bid is launched.

The new rules passed in 2016 will likely make it harder to mount unsolicited bids in Canada, they will not make hostile bids impossible. The boards of target companies still aren’t allowed to “just say no” to a hostile bid. Instead the new rules impose a much longer mandatory tender period. That will give target boards more time to line up alternatives. It will also expose hostile suitors to the risk competing bidders will enter the mix. The target companies are not allowed to issue rights to dilute their shares to thwart any takeovers and it is much more difficult to issue "poisoned pills".

PGD Board has received a "Fairness Opinion" that DeBeers takeover price is equitable. The Court has also blessed this Plan of Arrangement, and any "oppression remedy" by minority shareholders that the deal is not fair will likely not prevail.

This deal had been canvassed with a "Go Shop" permission for other bidders.

The cross trades are likely done by Friedlands and/or their proxies by vacuuming up shares as there are no risks as they can tender those shares bought for 23.5 cents to DeBeers for 24 cents. They own over 40%, and they would need to get at least 66 2/3% to get the deal done.