RE:short form prospectus......cashtango00 wrote: Looks like they are printing shares. they just filed today after close. these guys buy back shares at 6.40 US and now they are going to sell shares at 1.70? thats great management.
Well, it seems to me that the main reasons for this prospectus and Form 3 are:
1) To protect against a hostile takeover
2) To make it difficult for shareholders to remove Suttles or any directors.
It all makes sense now with the issuance of preferred shares if need be.
Here is an excerpt from the prospectus:
Anti-Takeover Effects of Provisions of the Ovintiv Certificate of Incorporation and Bylaws and Delaware Law
Some provisions of Delaware law and the Ovintiv certificate of incorporation and bylaws could make the following transactions difficult: acquisition of Ovintiv by means of a tender offer, merger or otherwise, or removal of incumbent officers and directors of Ovintiv by means of a proxy contest or otherwise. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in the best interests of Ovintiv, including transactions that might result in a premium over the market price for shares of common stock.
These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover proposals. These provisions are also designed to encourage persons seeking to acquire control of Ovintiv to first negotiate with the Board of Directors. We believe that the benefits of Ovintiv’s potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure Ovintiv outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.
Undesignated Preferred Stock
The ability to authorize undesignated preferred stock will make it possible for the Board of Directors to issue shares of preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of Ovintiv. Such provision may have the effect of deterring hostile takeovers or delaying changes in control or management of Ovintiv.
Special Stockholder Meetings
The Ovintiv bylaws provide that a special meeting of stockholders may be called only by the Board of Directors or by one or more stockholders of record holding at least 20% of the voting power of all outstanding shares of common stock. This may limit the ability of Ovintiv stockholders to take action between annual meetings without the prior approval of the Board of Directors.
Restriction on Stockholder Action by Written Consent
The Ovintiv certificate of incorporation does not permit stockholders to take action by written consent. This restriction forces stockholder action to be taken at annual and special meetings of Ovintiv stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or take action, including the removal of directors.