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Jaguar Mining Inc. Message Board

  • gksand2 gksand2 Apr 13, 2012 1:55 PM Flag

    Bristol -Activist Investor Helping JAG Shareholders Rights

    Article just posted (Apr.13 1:00pm) by www.seekingalpha.com "JAG Mining: An Activist Investor Wanting to Pounce"
    Bristol Investment Partners(large shareholder of JAG) felt the need to file a 13D to become an activist investor of JAG on 12/20/11 to challenge the JAG Board. REALLY INFORMATIVE article! Seems
    JAG must sell or reorganize and Bristol as an activist investor seems to be looking to protect and enhance the value of their and our shares.

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    • I think it worth posting the BIP filing in full. Couldn't have put it better myself..

      The Reporting Persons have serious concerns regarding the recent series of events at the Issuer and have engaged, and intend to continue to engage, in private discussions with the Board to discuss these concerns. Namely, the Reporting Persons' concerns include the following:

      The Reporting Persons question the diligence of the Special Committee in responding to the reported expressed interest from Shandong. Given the prodigious 73% premium of the Shandong offer to the Issuer's then current market valuation, the Reporting Persons are concerned about the lack of open communication with shareholders regarding the details of the Shandong offer and question whether the members of the Board are adequately fulfilling their fiduciary duties to shareholders in connection with their review of the Shandong offer and any other acquisition proposals. The Reporting Persons further note that the Board only commenced a strategic review process after Shandong's unsolicited offer was made public, as opposed to when it was first received.

      The Reporting Persons are concerned that the recently created Office of the Chairman and Special Committee are constituted by the same three directors, one of whom has no prior experience in the affairs of the Issuer. The Reporting Persons do not believe this arrangement lends itself to appropriate transparency and accountability in connection with the Issuer's evaluation of strategic alternatives to maximize shareholder value.

      The Reporting Persons are troubled that potential conflicts of interest may exist among the three directors serving in both the Office of the Chairman and the Special Committee. Central to this concern is the fact that one of the directors, Mr. Andrews, appears to have been Mr. Clausen's former boss at Stillwater Mining, was appointed to the Board two days before the Shandong acquisition offer surfaced (by a Corporate Governance Committee on which Mr. Clausen serves), has no prior experience or knowledge of the Issuer's operations, and was curiously appointed to both the Office of the Chairman and Special Committee to operate the Issuer's ongoing business while simultaneously evaluating the unsolicited offers. Further, the Reporting Persons question the appropriateness of Mr. Clausen assuming such direct control over the Issuer's ongoing operations and evaluation of the Issuer's strategic alternatives while serving contemporaneously as President and Chief Executive Officer of Augusta Resource Corporation, a competing miner.

      The Reporting Persons urge the Board to take the following actions without delay:

      Reconstitute the Office of the Chairman and Special Committee such that they are not composed of identical directors, especially in the case of Mr. Andrews, who has no prior experience in the affairs of the Issuer.

      Re-confirm and demonstrate the Board's commitment to a fair and open strategic-review process by voiding immediately any outstanding standstill or confidentiality agreements in place with Shandong, thereby permitting Shandong to communicate its interests directly to the Board, its financial advisors, shareholders and the marketplace in general.

      Bristol Investment Partners has a large interest in JAG and specialize in corporate governance, going private transactions, mergers and acquisitions, and management buyouts. This is obliviously the reason for the adopted "poison pill" which lasts the duration of the 2nd quarter. The Board must find a deal for the investors of JAG. I understand the Board wants to get a deal of more than $10 a share but reality must set in knowing the time value of money and if they don't find a buyer the stock might never reach the 52 week high of $8.18 again.

    • If the Board doesn't sell this would be Criminal Charges against the Board. Management is running the company into the ground so bottom line F&**King sell the POS.

    • Bristol has opened up so many issues regarding the Board to help the shareholders- Board members having conflict of interest- conidentiality agreements which don't allow Shandong or others to share info with sharehoders, transparency, timing of the Board's actions and the strategic planning process....
      So many issues have been openly put on the table, it's going to be hard for Board members not to address all the concerns. They are going to have to step up, and as the Board says as they put together the strategic plan "protect shareholders rights and stock value".

 
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0.7520.000(0.00%)Jul 30 8:10 PMEDT

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