Thoughts/Questions on Poison Pill
posted on
Mar 14, 2011 02:34PM
1. In case you missed it the Poison Pill obligates CMM to pay WTG $13.5 M in certain circumstances including:
- CMM's approval, recommending or accepting a "superior offer"
- CMM's not delivering to WTG by March 25 consent by the Deutsche Bank to the business combination
- CMM not entering into the arranged aggreement
- CMM not repaying the bridge loans
2. Normally a Poison Pill is adopted by the BoD of a company in advance of a takeover not by the company during the negotiations with a company for a takeover. I question the legality of such a move.
3. Seeing as Finisky was in control of the BoD of both Companys this Poison Pill seems to be at the very least a conflict of interest. As CEO of CMM Finisky has approved a payment to himself as CEO of WTG?
4. I agree with carry that all of the major gold producers will be looking very closely at this merger and will determine if they want to get into a bidding war for CMM. I will be surprised if one of the producers in the Val d'Or area or Timmins does not make a counter offer. I suspect they will challenge the Poison Pill. With the price of Gold likely to be well over $2000/oz, all the producers will be looking to increase production and Lemaque is a highly valued asset.
I would appreciate hearing from anyone with legal experience with respect to such "termination payments" and thoughts on the conflict of interest aspect of all of this.
SN