Post by
cjsell on Jun 09, 2009 7:38pm
Today's manipulation
I have to hand it to Severstal, smart play, put more money into the company, but not let the shares appreciate, just cover debt with more equity....brilliant....but I do not believe bypassing the minority shareholders is legal, especially because FAIR MARKET VALUE WAS NEVER ESTABLISHED AND THE BOD IS NOT ACTING IN GOOD FAITH, clear enough?
First they want to use 61-101, but then again "The recommendation of the Special Committee follows the preparation of a formal valuation of High River conducted in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101")."
Then they contradict themselves saying it is not required, so then why did you prepare a "formal valuation"?
"High River is not required to obtain a formal valuation or seek minority approval under MI 61-101 in connection with the Private Placement because the Shares to be issued pursuant to the Private Placement represent less than 25% of High River's market capitalization and therefore High River is exempt from such requirements in accordance with Section 5.5(a) and Section 5.7(1)(a) of MI 61-101"
Reading Multilateral Instrument 61-101 is tedious and I do not know which trumps what. Taken literally I can see where Severtstal is going with this. Say fact A, then fact B, then fact C, but when you put A+B+C together the entire scope of this guide can be PERVERTED. It should matter when the controlling stock-holder takes advantage of the minority equity holders, granted it benefited the company, but DISADVANTAGE other stock holders because the BOD is not acting in good faith.
We must challenge this, just because they cited this section DOES NOT MEAN they are correct, BUY DOING NOTHING ABOUT THIS WILL ERGO MAKE THEM CORRECT!!!!!
CJ