Re: There is no vote! need more claification Snug / Cyl / hoov/ kh.......
posted on
Jul 04, 2010 10:02AM
First Explorer at the "Ring of Fire" and presently drilling on the "BIG DADDY" Chromite/Pge's jv'd property...yet we were robbed
After the tender ends Cliffs has 120 days if they want to force the remainder to sell using a Second Stage Business Combination. In order to do this, they will need a vote and must get 66.7% of the shares to vote in favour. For that 120 days as long as the price is at least 0.19 they get to vote all the shares they receive in the tender (but not those they already own). They will not be able to vote the Mineralfield shares if they paid anything extra for the lock-up agreement.
After the 120 days they will no longer be able to vote their shares in an almalgamation and will need a majority of any shares they do not own in order to complete the buy-out. Additionally they will need to get an independent valuation before tendering for shares (as in KWG.)
So if Cliffs receives less than 66.7% of the shares in the tender they will have to either improve the offer for any hold-outs if they are determined to own the whole company or live with minority shareholders who have significant protection under security laws.