To: russet who wrote (26252 ) 7/20/2000 8:53:22 PM From: russet Read Replies (1) | Respond to of 26850 Wow!!!!,....even the famed Brent Mudry thinks Winspear is something to write about (gggggggggggggggggggg). Winspear petition focuses on foreign restrictions Winspear Diamonds Inc WSP Shares issued 51,634,088 Jul 20 close $4.41 Thu 20 Jul 2000 Street Wire by Brent Mudry The focus of Winspear Diamonds Inc.'s legal challenge to hostile bidder De Beers Canada Holdings Inc. is the fact that De Beers hopes to squeeze out non-tendering shareholders under 90-per-cent acquisition rights provisions, even though it specifically excluded Winspear's American shareholders from its takeover offer. In a petition filed Wednesday in the Supreme Court of British Columbia, Winspear lawyer Josiah Wood of Blake Cassels & Graydon, a former supreme court judge, seeks a court order restraining the further distribution of De Beers' offer and circular, dated July 6. A rush hearing has been set for 9:45 a.m. Monday in Vancouver, expected to last two to three hours. Winspear also seeks to delay the De Beers offer through a court order requiring the hostile bidder to revise its circular, and extend the bid's expiry date from July 28 to 21 days following the date of mailing of the "corrected document." In the petition, Mr. Wood further seeks a declaration that De Beers must make an offer to acquire all the shares of Winspear. The petition notes that of 51 million Winspear shares outstanding, about 4.5 million shares are held by registered shareholders, including Cede & Co., resident in the United States. About 595,000 shares are held by registered shareholders resident in other countries, including New Zealand, Australia, Israel, the Cayman Islands, France, Singapore, the United Kingdom, Guam and Malaysia. Winspear notes that while the De Beers bid purports to be an offer to purchase "all of the outstanding common shares" of Winspear, the bid circular plainly states restrictions. The bid "... does not constitute an offer to purchase or a solicitation of an offer to sell to any person in the United States of America or any jurisdiction in which such offer or solicitation is unlawful. The offer is not being made to, nor will deposits be accepted from or on behalf of, shareholders in the United States of America or any jurisdiction in which the making or acceptance of the offer would not be in compliance of the laws of such jurisdiction," states the circular. In the petition, Mr. Wood notes that Winspear's board has unanimously recommended that shareholders reject the De Beers offer, and on Monday, Winspear mailed out a directors' circular responding to the De Beers bid and setting out the rejection recommendation.