For Those Who See Conspiracy Theories Around Every CornerFrom SBB's Press Release dated March 28, 2023: ISS:
As an independent proxy advisory firm, ISS has approximately 3,400 clients including many of the world’s leading institutional investors who rely on ISS’ objective and impartial analysis to make important voting decisions.
ISS found “(t)he transaction makes strategic sense as the combination will combine the attractive development assets and minerals reserves of (Sabina) with the size, scale, human capital, balance sheet, and cash flow generating capabilities of (B2Gold)” and that the Arrangement “will reduce some of the financing and execution risk currently borne by (Sabina) shareholders while providing an 18 percent premium to the unaffected date and (Sabina)’s highest share price since 2021.”
ISS cited the favourable comparison of the Arrangement to other similar transactions in the past 24 months and the market reaction as further reasons for shareholders to vote for the Arrangement. Glass Lewis:
An independent proxy advisor to institutional investors, covering 30,000 shareholder meetings each year, across approximately 100 global markets. Their customers include the majority of the world’s largest pension plans, mutual funds, and asset managers who collectively manage over $40 trillion in assets.
“Glass Lewis saw the strategic rationale for the Arrangement to be “straightforward,” while their quantitative analysis found the Arrangement implied a price-to-net asset value of 0.54x, which was in the 84th percentile of trading multiples observed in Glass Lewis’ peer set, as well as that the premium to the 30-day volume-weighted average price fell in the 71st percentile of their comparable transaction data set. Taking these factors together, Glass Lewis found that shareholders should vote for the Arrangement”.
So, are both ISS and Glass Lewis in over their heads in providing recommendations to shareholders of a small cap Canadian gold company in their decision whether to accept a takeout offer from a mid-tier Canadian gold mining company? Or are they biased or lying too....?