RE:Possibly Fraudulent "Fairness Opinion" A few comments from me regarding the Fairnes Opinion:
- New Project: Reading the Fairness Opinion again I realized the New Contract that was announced is actually Spread 5 on CGL as it is separate from the NGTL contract.
- DCF: It's always tough to know what the forecast looks like in this industry but I would have expected a bit more diligence around historical and forecast industry capex. In the abscence of reliable forecasts and historical earnings volatility, the response might have been to apply a heavier weighting to the adjusted book value.
- GPC: This section was pretty well useless for Macro especially for the Tier 1 group. However, it would be interesting to compare and contrast the projections of these companies (including analyst reports) against Macro's projections. Where are the projections of Macro's independant analysts and what engagement if at all did the Special Committee have with them?
- Precedent Transactions: They basically throw out anything that happened before 2020. That is a bit perplexing given that they are basically only taking a period of time in which Covid was a significant factor on deals. Quanta Services has acquired a number of Canadian pipeline construction firms over the years (OJ, Bannister, CUC, etc.). Surely these transactions are more relevant given their uniqueness to Macro than Tervita and other companies in financial distress!
- NCIB: The most recent NCIB purchases were done at $4.16 in 2019. It strikes me that if the Board felt like the shares were undervalued at that time they are certainly even more undervalued now!
So the question is just how much is being left on the table at this time given Management's lack of a desire to continue as a public company?
My view is that
I would have been Ok with $4.75 to $5.25 which was somewhere at the adjusted book value level and would
leave all future Goodwill upside to accrue to Management.
Deloitte lost a lot of credibility in my mind with this report. This also explains a lot about the resignation of Wayne Albo whose expertise in the space is likely far greater than that of Deloitte or CIBC.