Who was looking out for shareholders on this one? Oh that's right....NOBODY as usual in the markets. It's one thing if Signet had their backs to the wall and they had no choice but to offer 13 cent shares to them. Not good but sometimes that happens. But that pool of 10% of all shares for management, etc. is sickening to me. I like the part about giving those few million shares to those who are deemed essential by the Board of Directors for value creation going forward. How can anyone on this team be essential for value creation going forward when they have accomplished nothing for two years? I don't get it. I also like the part that they have 30 days to accept a better offer or deal if one comes along. No deal will be better for management than this one with millions of shares at 13 cents. So I'm not holding my breath on that.
Okay send me my proxy so I can vote NO. It won't matter, but at least it will make me feel better. IMO
Signet is manipulating Bioject, Inc. (Cobbs has no right being on the board and approving this) for their own gain and have, quite effectively, won over management by gifting them 10% of the company if they simply sit idly by while passively allowing SIGNET to rape the shareholder value by giving themselves shares at 1/2 the market price!
Who benefits from this!? Certainly this is not in the best interest of the shareholders! Clearly, management was not looking out for the best interest of shareholders when negotiating this deal.
I am fully confident that we might be able to sue either Bioject or Signet.
"The entire Board of Directors of Bioject voted to approve the Memorandum and to take all actions necessary to consummate its terms, other than one director who has a financial interest in Signet and abstained from the vote."
THE BOARD OF DIRECTORS DID NOT DO THEIR "DUTY OF CARE" in protecting shareholder value, and chose to, rather than act in the shareholder's best interest, act in their own interest by taking the bait of 10% of the company put into their pockets if they just go along with with these extremely unfair terms.
Moreover, the "business judgment principle" (which states the the obligation is on THE SHAREHOLDER to prove the BOARD is not using their best judgement) is withheld when the subject of complaint in manipulation of the vote as to marginalize the shareholder base. Clearly, Signet has moved themselves into a position to push out the shareholders, and is now trying to leverage their position to effectively control a vote of their own terms (which include gifting themselves 10% of the company by placing board members to receive the 10% performance incentive). Regular shareholders have been left to sit and watch, and our vote will be marginalized by what seems to be conspiratorial behavior between the board of directors, management, and Signet.
This is clearly illegal in my opinion and I suggest we motivate each other to take proper action.
I agree with you that a change is needed. Sadly that almost never happens especially when there is no big shareholder spearheading the drive for change.
They start out with all the votes of management, the board and Signet in their favor. Unless Signet wanted a change, which they apparently don't, there is little chance. I wish I could play back some of Makar's conf calls from 2 years ago to him as he accepts his 13 cent options. Oh sorry I forgot. He is essential for value creation.