I took some time to read further, trying to digest the recent events that saw Spider being swallowed as fast as a small river trout in a pike lake!

Mineraldfields:

Cliffs made a case in his 19 cents upgrading NR that the larger Spider holder, Mineraldfields, locked-up its position in favour of the bid. I just received the prospectus of the Mineraldfields' 2010 LP in which I took a share lately (really interesting BTW on a tax point of view...). The version I received is in french. Here is an excerpt of the prospectus:

"Mineraldfields croit qu'il est très important d'assurer le maximum de liquidité dans tous ses investissements. Cela ne signifie pas que Mineraldfields liquidera la totalité, la majorité ou même tout investissement apr`s l'atteinte de la période minimale de rétention de quatre mois, mais Mineraldfields peut être souple et liquidera dès que possible si les évènements dans la vie de la société (minière) et les conditions du marché justifient l'aliénation de l'investissement." (underlined from the original text, bold from me)

Broad summary: Mineraldfields makes a primary goal to staying liquid in all his investments, and will cash-out ASAP if an occasion happens in the life of the the company that justifies it.

So: Mineraldfields tendering @ 19 cents was no big deal, it was rather written in the sky! An occasion for an easy and quick 4-bagger in liquid cash!

TD:

The 8 pages Letter from Spider' financial advisor contain about 7 pages of assumptions and warnings, and qualifications and exclusions. But how thick was the meat? I tried to find a way through the fat. Here what the opinion says about the Cliffs 19 cents Offer (highlight from me):

"...the Board of Directors of the Company and the Special Committee requested that TD Securities prepare and deliver an opinion (the “Fairness Opinion”) as to the fairness of the consideration to be received by the Spider Shareholders (other than Cliffs and its affiliates) under the Cliffs Varied $0.19 Offer (being $0.19 for each Spider Share and associated SRP Right) (the “Consideration”), from a financial point of view, to such Spider Shareholders."

…

"The Fairness Opinion does not address the relative merits of the Cliffs Varied $0.19 Offer as compared to other transactions or business strategies that might be available to the Company... Furthermore, the Fairness Opinion is not intended to be, and does not constitute, a recommendation that Spider Shareholders tender or not tender their Spider Shares to the Cliffs Varied $0.19 Offer."

…

And the commitment of TD stands in a 3 short lines Conclusion:

"Based upon and subject to the foregoing and such other matters that TD Securities considered relevant, TD Securities is of the opinion that, as of July 2, 2010, the Consideration to be received by the Spider Shareholders (other than Cliffs and its affiliates) under the Cliffs Varied $0.19 Offer is fair, from a financial point of view, to the Spider Shareholders..."

So? Mr TD says that the 19 cents is a fair deal from a financial angle? And you tell me that without having adressed the "relative merits of this Offer as compared to other available alternatives"? Oh, and you warn me to make sure that I will not interpret the sentence as constituting a recommendation to tender or not my shares? Didn't have to tell, sir, I'm able to feel the fluff! "Errr....Do I owe you something for this crystal clear advice, Mr TD?"

In a take-over situation, it is very hard for us retail to make our mind, mainly because we assume almost everything, without reading and gauging what we read. Here we have 2 events which have a weight in inverse proportion with the inflated sound it was programmed to make when it fell in the News! And it works!

GLTA.

BaBe.