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Message: The SP

(The following goes back a week and was with respect to a Polus takeover attempt)

I've seen a listing somewhere of the % holding of significant shareholders - can anyone pull that up? I'm also not sure what quantity of shares are held by retail (also longs/shorts etc may have different view on what they'd accept - seems nobody too interested in accepting an offer below $1.5 - at least in the retail world).

As at Jan 11/2011 - if we can get a rough handle on significant shareholders I suppose you could hypothetically wargame who might take a lowball offer and who wouldn't based on the following share structure):

Issued and Outstanding 407,463,445

Warrants 48,933,402

Options 14,565,000

Fully Diluted 470,961,847

Correct me if I'm wrong: Under a takeover bid, (let's assume in this case it would be cash rather than non-cash - i.e. shares of bidder - though this seems unlikely with WTG - I don't know what the rules are for paper), I think the bidder require 90% (other than shares owned by bidder at bid) to effect a compulsory acquisition? There is also an alternate scenario wherein if the bidder acquires 66%-90% of shares a squeeze out situation can arise (however this would take more time as it is a 2 step process).

Therefore, to expedite the process if the bidder believes they are likely to acquire in the 66%-90% range a merger/acquisition might be the best route. As such, CMM would be amalgamated with an affiliate of the acquirer and all of CMM's shareholders would exchange their shares for whatever consideration is being offered (either cash or shares of the acquirer)

I would be surprised if greater than 90% vote would occur ,therefore am more inclined to think the merger/acquisition scenario more likely.

Production05 had this to add as well on the igloo:

"My guess is that (assuming a Polyus attempt) Finskiy would likely not be able to vote his remaining 112 million shares, thus the potential maximum voting shares would be 408M less the 112M plus the 25.5M warrants that may be exercised.

I think you are on the right track with your takeover explanation. I am not going to comment too much. It has been a while for me. I would need to brush up on all the legal scenarios in order to feel comfortable about the takeover possibilities.

However, off the top of my head, there might be 2 scenarios that might be the most impacting:

1) If they get 2/3 of the votes then there are likely steps they can subsequently take to get the squeeze out of minority. As you mention, it would be a longer process (if they don`t get 90% or greater of the votes immediately), but they would likely get there (a squeeze out) eventually, if they get the 2/3.

2) If they don`t get 2/3 of the votes on the first takeover try then a squeeze out will likely be very difficult for them. They could go forward and acquire the shares they got in the voting, and add to Finskiy`s 112M remaining SEDI shares they could acquire privately (or through the offer take up process). They could then - over time - acquire shares via the open market and shares via other private transactions (by offering slightly higher prices to shareholders ready to throw in the towel). I think they could go through the process over time to try to accumulate 90% - without another takeover bid - in order to squeeze out minorities. It would be very difficult though and would take a very long time (and there is no certainty it would succeed). A second takeover attempt is most likely, with perhaps a higher offer price.

If management from Polyus (or which ever other company that looks at Century) is wise then it would be in their best interest to make the offer very favourable to Century shareholders (don`t penny pinch).

There is recent precedence of Russian IPO failures/postponement/difficulties partly due to the perception of undercutting minorities and not allowing true value of minority shared assets to not be realized prior to the IPO of the parent company.

If Polyus is looking for a summer IPO then I wouldn`t recommend they play games with Century shareholders. Although anything is possible - it might be possible to have success with a lowball offer - it is risky for Polyus to offer a lowball offer if they are urgently trying to get the London IPO in the summer, in order to merge with another major gold producer later this year. Century is small potatoes. No point playing games with Century, and risk a delay, when the big prize is waiting to be had later in 2011 (and is directly dependent on a successful London IPO). However, you just never know what will happen when greed takes control (logic sometimes get surprised - again, there is recent precedence with Russian companies, IMO).

By the way, I would be surprised if it`s a cash offer (though, again, anything is possible) - of course, assuming there is an offer (remember this could still all fizzle out at anytime). I think Polyus is looking for more free float in order to reach the 25% (the London Exchange appears to have made mandatory, or so it seems)."

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