"This brings me to ask a question: can the BOD, without consulting the SH, reject the offer? I think if they were submit a countering ask price of 50 cents (not realistic, but neither is 13 cents), I think that would jump the SP quite a bit. Just not sure if they have a legal ability to do such a thing"

The BOD can reject the offer, or do a lot of other things. The only thing they cannot do is accept the offer without first voting on it and getting a 2/3 acceptance. They can't really make a public counteroffer, but I have no doubt they are doing so at a bargaining table as we speak. That thought is backed up by the fact that the BOD has not made a public response to the offer.

As it stands, it is a no brainer to go with the amalgamation that is proposed, and there is still the thought out there that this is what CLF wants us to do. Speed is not really an issue here, but separately, these two companies could drag this out all summer, or longer.

If by offering such a lowball price, they force everyone to vote for the amalgamation, they get it all into one entity, let the entity carve off what is unwanted, then make a second offer in an acceptable range, it would save them a lot of headaches.

There are a lot of factors that would support this theory, such as they haven't said anything definate about KWG yet, the lowball offer doesn't really have a chance, and probably a few others. The one that doesn't fit is that they have gone to some extent to put the railroad initiative into KWG hands and why let them spin it off now, but more thoughts on this later.

Best regards

K