March 16, 2017Thanks Intrigued. Manuel's affidavit was really really interesting and goes into the core of the dispute.
March 16, 2017 seems to be the breaking point between IBC and UCU.
From the signature of the option agreement on March 14, 2015 to March 16, 2017, things seemed to go all right according to Manuel's affidavit.
The OTP was supposed to stay confidential up until the circumstances identified in Manuel's affidavit changed (para.41). And it seems that UCU considered that things had changed in March 2017 and it was time to publicly announced the OTP (para 43 of the affidavit):
"By March of 2017, after two years of working with IBC, Ucore concluded that IBC’s sales development prospects had been sufficiently revitalized and that the likelihood of exercising its rights under the Option Agreement had become a material possibility. On March 13, 2017, Ucore therefore determined it needed to make a public announcement of the Option Agreement being exercised in compliance with paragraph 6.6 of the Option Agreement. Attached herewith as Exhibit “P” is a copy of that press release." Then, counsels of IBC and UCU started to exchange letters, IBC was not happy and so on...
From my reading of the affidavit, I am surprised that there is no reference to discussion between IBC and UCU to jointly decide to communicate publicly the OTP agreement. It seems to me that informing the target (IBC) that you intend to publish a press release announcing a the purchase the target would have been normal Unless there were some communication between IBC and UCU in that regards but I missed it.... Anyhow, not sure it is central in the legal dispute, but it seems that all disagreements started from there.
I will have a look to the OTP and some other documents (I hope later this week).
Even though some of you have already review these questions, I will be interested to make up my own mind and review:
- Whether or not UCU's arguments re: solvency seem strong (JIMHO) and try to understand why no expert report in accounting was filed by UCU to oppose IBC's expert report. Why not trying to oppose IBC's expert with another expert? The role of the lawyer and the expert witness is way different;
- How the OTP can be terminated under the contract?
- Apart from the contract, are there other possibilities to terminate contracts in NS law?
- What is the impact of IBC's press release indicating that the OTP was terminated by the parties (November 26, 2018);
I only wish I had more time to review all of that! Again, It is only my review, my own reading and analysis which may be inaccurate, simply wrong or irrelevant. I am interested in the REE sector and the history behind UCU. Please do your own DD and make up your own mind as to the outcome of the legal dispute or your desire to invest. This is not an investment advice or a legal opinion.
Moulouk