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  • EuclidAve EuclidAve Mar 26, 1998 6:11 AM Flag

    Assert Your Dissenting Shareholder Right

    Common sense will tell you that the merger and associated Joint Proxy is nothing more than a plan to bail out, enrich and otherwise unjustly reward insiders of NM and VVTV. Let�s face it, there was a lot of red meat sitting idle on VVTV�s books and it was only a matter of time before a play was made to remove it from our hands.

    I also believe that the fix is in on the vote. I have no doubt that Snyder Capital is in cahoots with these fellows (for many reasons of which the addresses is only a small part). This gives them a 24% block that will be very difficult to overcome.

    However, all is not lost. Much to my amazement (and disgust because I completely missed it) it has come to light that a
    Minnesota corporate statute exists which is actually designed to protect stockholders in our situation. Simply stated we are entitled
    to cash for the appraised value of our shares. However, you must vote NO and make a legal request for such payment to protect
    this right. The valuation is originally made by VVTV but there are legal remedies available if it is believed that such valuation
    is insufficient. Most likely we would be awarded class status at that point which would make such a legal claim easier to
    assert.
    Remember, it is now public that there were a number of other offers made and rejected by VVTV (see the Blake press release
    dated March 25). VVTV has publicly stated that they did not feel $5.50 per share was sufficient and the book value of the company
    is almost $5 share (not including the Houston TV station). I firmly believe that an independent court appraiser would probably
    give us the $5-6 a share I feel would be fair at this time. Stockholders are also entitled to interest on all amounts we would
    eventually receive.

    It may even be possible that if a large enough group of dissenting shareholders exercise this legal right that a significant
    contingent liability will be created that could alter the dynamics of the whole merger. It could serve to depress the price of the new
    company and their ability to raise new capital. Hell, if it took 2 years to receive our entire pay out we could probably walk back
    into the new company at a ratio of 3:1 instead of the 1.19 now offered (which is a joke in itself). Not that I would ever
    consider putting money back into anything closely related to these pigs.

    However, the best reward for this approach is the knowledge that management and people like John, John won�t be able to walk away with all of our money after all. Let the crooks, the weasels and the foolishly uninformed have the merged companies. Just give me the cash.

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    • i own 8000 shares and the whole situation sounds ridiculous.
      tell me how we can band together so we can get the maximum value for our shares.

    • i own 8000 shares and the whole situation sounds rediculous.
      tell me how we can band together so we can get the maximun value for our shares

    • Euclid, it has been a pleasure recently to see you get out of speculation and make solid factual staements. However, your last post leaves something to be desired for the uninformed. It will not be cheap to hire counsel to represent individual investors. Unless you have a very big block and desire to increase your cost basis per share and probably have to appear in Minnesota at your own cost, the price for exercising dissenter's rights will be prohibitive.

      As for coming back in at 3 to 1 dream on. Either the company has the votes or it doesn't. While the company never has made a dime from operations, it has done quite well investing its cash in television stations and at one time NM stock (huge gain). If they have enough votes to do the deal, they'll definitely have enough cash left over to pay off the minority group of shareholders who opt for dissenter's rights.

      It's clear that you hate the deal and that's certainly your prerogative. So, vote no, elect dissenter's rights, write a big fat check to a lawyer in Minnesota and make sure you wear your thermals when you have to appear in the Twin Cities for your court appearance after the comapny and you can't agree on a price! Just say "BRRRRRRRRR, IT" COLD"!!!!!!!

      • 1 Reply to putterboy1
      • PutterBoy,

        It�s good to see that you were able to raise your hands up above your desktop long enough to write something halfway coherent.

        In your post you state "It will not be cheap to hire counsel to represent individual investors." On what legal basis do you believe that dissenters will not be able to achieve class status?

        You also state : "�the company�has done quite well investing�in television stations and at one time NM stock (huge gain) ." It is important to remember that the value of the TV stations were inherently tied to the supreme court upholding the "must carry" rights. Significant value was added to these stations the day these rights were upheld. While betting on the outcome of supreme court decisions may be fun I certainly wouldn�t call it shrewd investing.

        As for the previous investment in NM. I believe they offered to take the whole lot of NM stock for $9 a share just months
        before it fell to $2. Yes, it did rebound to $ 20 within the next few years, but, only at a very severe cost. It is really not that
        difficult to shake a short term profit out of a company if you are willing to ruin it�s long term prospects. Even the current NM CEO
        alluded to this scenario in explaining why his company is losing so much money now. This debacle is what VVTV shareholders are now
        being asked to bail out.

        Finally you stated "�wear your thermals when you have to appear in the Twin Cities�Just say ""BRRRRRRRRR, IT" Cold"!!!!!!!"". How long did it take you to figure out that you are supposed to wear something under that trench coat?

 
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