Catch 22 and Cinnamon Twists:
Received my Information Circular in the mail yesterday for the
upcoming subsequent transaction. The circular states that a simple
majority (i.e. 50%) of the minority shareholders is required for the
deal to go through (for ACCO to acquire all the stock).
This sounds fairly straightforward, but as usual, there are a few
twists. Get this, if you decide to vote against the agreement and you
want to dissent about the valuation, you may do so and perhaps go to court
or arbitration. However, the circular claims you have to register your
dissent before the meeting, and it also claims that anyone who
dissents will have their stock taken from them, at some agreed upon price,
WHETHER THE VOTE GOES THROUGH OR NOT! Now, this seems a bit strange to
me. Is this standard for a tendering of this kind, or is this the
benevolent (not) Gravis board sticking the letter opener in and giving
it a twist?
Anyways, the way I read it, if you dissent you will lose your
stock, at a price to be agreed upon by the court. By the way, the valuation
was based upon a projection of the upcoming next two years as supplied
by the current Gravis board. Does the circular mention any of the
specifics about this future projection of Gravis earnings that the
valuation was based on? Hmmm, didn't seem to. Also, believe it or
not they are crying BANKRUPTCY, AGAIN!!! Yeah right, tell me another
one.
On page 37 it says that Pyramid owns 14,511,266 shares, and
that CDS & Co. holds 3,320,548 shares. (CDS&Co. is a nominee holder
for certain Canadian stock brokerage houses, investment dealers,
financial institutions and their clients.) Now, I think that the
small (like us) investors shares are lumped into this. However, I didn't think the
small investor had this much stock. Anyone care to comment? |
