I agree, not a conspiracy, just part of the game, club, what ever it is called. There is an outside chance the Court will adjust and slim chance that White Knight will appear. Like I said earlier, always wanted to own a Gold company! Like Shakespeare said, something rotten in _____________.
Dragon, that is legal talk. If you dissent in a Plan of Arrangement in Canada the court will determine the fair value.
Plan of arrangement
In a plan of arrangement, once the transaction is approved by the requisite vote of shareholders and by the court, all shareholders, including the minority, are bound by the transaction and implementation
of the plan of arrangement will result in all the target shares being acquired, although dissenting
shareholders can apply to court to be paid fair value for their shares.
I doubt that we will ever hear the details of Party B's Plan. They do appear to be a foreign company and piecing together the excerpts from the proxy it looks like they originally wanted 51% control while giving the bondholders a shave and haircut and then amended to 70% control and what appears to be offering part of the shareholders portion to the bondholders.
I am amused by TC mgmts comment that Party B's ......
"initial proposal provided for an ownership of 51% of Thompson Creek's common shares and an ownership of 70% in its revised bid. This structure would result in current Thompson Creek shareholders and noteholders owning a minority interest in a post-closing state owned enterprise, which the Thompson Creek Board deemed undesirable.
Heck, they found that a minority interest (51% or 70%) in a post-closing state owned enterprise was undesirable. Undesirable for who? Definitely need more details, I hope someone asks at the meeting. And, all deals end up to be "post-closing". Was that supposed to be some ominous statement.
It appears like CG ended up with a 91% stake. ??? JMO
First comment was this one (most importantly is the holistic reference)
"One of the parties that submitted an acquisition proposal was transferred to the refinancing and restructuring process ("Party B") because its acquisition bid was more akin to a refinancing and restructuring transaction and was thereafter dealt with as a holistic restructuring."
Second comment is this one (most important is the relatively high in value comment)
'Party B's recapitalization proposal, while relatively high in value compared to the other bids received, would be complex in execution, lower in value than Centerra's bid, and significantly lower than Centerra's bid in the amount of cash offered to the noteholders. Party B is also a state owned enterprise. Its initial proposal provided for an ownership of 51% of Thompson Creek's common shares and an ownership of 70% in its revised bid. This structure would result in current Thompson Creek shareholders and noteholders owning a minority interest in a post-closing state owned enterprise, which the Thompson Creek Board deemed undesirable. Party B's bid also raised significant regulatory complexity and execution risk as a state owned enterprise. In addition, Party B's proposal would require negotiation with and approval by the noteholders, which would introduce additional execution risk, potential delays and possible failure of consummating the transaction '
Third comment is this one (most important is reference to reallocate value between shareholders and noteholders and increasing the cash consideration via equity)
Party B also submitted an amended proposal, which did not increase the total value, but did reallocate value between the shareholders and noteholders. The amended proposal increased the cash consideration to be provided by Party B through increasing the percentage of the equity Party B would own in Thompson Creek.
Would like to see the specifics, sounds like dilution but maybe a better deal for shareholders.
Sure would be interesting to see what Party B offered relative to bondholders and shareholders. Maybe the court will explain, maybe!
Papa and Dragon,
Suggest - What ever location that is decided be posted on Yahoo TCPTF and TC.TO so that others can join.
Agree, it would be an uphill battle and some entity would have to step up to the plate. And, remember, there is a vote coming up.
Just trying to look at it from the Canadian Court perspective when I mentioned the following... "Now, can TC shareholders show 1) that the Friendly M&A is unfair to shareholders and/or sound business judgement was not used and 2) does the evidence establish that there is oppression or unfair prejudice and/or unfair disregard for shareholders."
I think that, if the true value/potential is substantially higher, there will be another bidder.
The fundamental principle is that TC Mgmt owes a fiduciary duty to the corporation and only to the corporation. That affected stakeholders can reasonably expect two things: to be treated in a fair manner, and that directors will act in the best interests of the corporation. As for Directors business judgement, the courts will give appropriate deference to the Directors business decision so long as it lies within a range of reasonable alternatives and protects the interests of shareholders, employees, creditors, consumers, governments and the environment.
Now, In the recent Plan of Arrangement it appears that TC did not 1) apply Fairness to shareholders (ALL other entities were made whole at the cost of shareholders) and 2) did not apply sound Business Judgement within the range of reasonable alternatives available to maintain the Corporation. (primarily-selling remaining gold stream). The Canadian Courts have no fixed rule that the interests of stakeholders must be maximized or that certain stakeholders have interests that supersede those of others. But, in this case the only stakeholder receiving a “haircut” is the shareholders.
Now, can TC shareholders show 1) that the Friendly M&A is unfair to shareholders and/or sound business judgement was not used and 2) does the evidence establish that there is oppression or unfair prejudice and/or unfair disregard for shareholders. The Court has a three part test for approving a Plan of Arrangement. The Corporation must show the court that:
1) the statutory procedures have been met
2) the application has been put forward in good faith and
3) the arrangement is fair and reasonable.
Now, one of the most important factors to the court (among others) is that a majority of security holders has voted to approve the arrangement.
IMO, shareholders should NOT be the only stakeholders taking a “haircut”! Bondholders were made whole +premium and Royal Gold renegotiated a new contract of equal value JMO
Probably not a difficult find. Centerra was a spinoff from Cameco about 2003. Jacques P. worked at Cameco back in the day. Never Know!
They will not allow me to post the direct comments. I will attempt to summarize and see if they allow that.
Article discusses the following
1. Difference between US and Canada
2. How to take Action against Directors
3. Examples of Canadian Supreme Court Decisions
4. StakeHolders Interests
6. Examples of Canadian Rulings
7. Dissent Rights (even after 66% vote)
8. Directors Duties in a Friendly Bid or Acquisition
My comments now. (I am sure Ultra will critique) The article seems to indicate that one has a claim if can proof Oppression. In this case, almost everyone has been made WHOLE except for the shareholders. That seems to be the only fairness claim. JMO
I recenlty read this article by Justin Dharamdial (Oct. 2014) titled - Director' Responsibilities in Canada. Some very interesting comments, which I will attempt to post. However, if Yahoo does not allow me to post them, I suggest reading it. I looked up this article after reading all the TC posts concerning the unfairness to shareholders.
An out of the blue comes another longtime member with a new handle showing similar characteristics (name in the handle, new ID, indicating the deal is good for shareholders, thumbs up) Wow! Some coincidence. Do, what you think? Is this a pace horse? :)