Re: Question - Postulation of a hostile takeover by CLF
in response to
by
posted on
Jul 17, 2013 10:14AM
Black Horse deposit has an Inferred Resource Now 85.9 Million Tonnes @ 34.5%
Dancer1234,
A belated reply to your question. Your post says: "...what if Cliffs is getting rid of their KWG shares so they can make a bid for KWG without having an evaluation done!"
Responses including other postulations are as follows:
- There are many ways CLF can get rid of its holding of approximately 17% OS. One way is to agree a "fair price" with KWG for part or all of its 17%. The fair price could be say $0.04/s, if CLF is really want to get rid of its holding or bring it down to just less than 10% (nolonger deemed as an insider, currently it's an insider even though it pulled its own director from the KWG BoD many moons ago.
Other ways could include divesting (say all of) its holding privately to one or more of its allies, so that CLF would nolonger have any (or just a minority) shares in KWG.
One question would be: Would a hostile bid (especially one without going through an evaluation process for a "fair price of KWG") require no stake in KWG or only a minority stake? The other question which is more important: Hostile or no-hostile takeover attempt will require KWG BoD approval which is doubful with Frank at the wheel and other friendly directors around that table (CLF has no more director, so it has zero vote). Unless, of course Frank "got tired of the whole thing" (like the other fellow at SPQ?) and sold us out to CLF. I would say Frank is still in a fighting mood and he's not going to fold. If course this is my reading of the situation. The BoD would be obligated to deal with the two evaluations which say KWG share would worth in the order of $0.30/s under a takeover proposal (hostile or not). If they don't (not living up with their fudiciary duties) then they will face an angry mob (KSU group alone has more than 10% OS) and they may end up in court. BTW, do we have a Shareholders Protection Plan (the poison pill provision)?
Currently CLF is broke, pointing the finger at the slowness of the negotiations with the government and the FNs and the environmental assessment process is part of CLF stalling tactic. CLF is waiting for a better day with the hope that itself would not get gobbled up by other bigger fish. I would prefer this scenario dealing with a third party since CLF and KWG don't seem to have a good chemistry together.
My postulation would be some big fish will buy CLF 17% holding of KWG and take the other 70% BD from CLF as well. The payment could be in terms of shares of the big fish, so that CLF can still have a stake in the ROF (face saving?) without spending the money to develop it. Or the big fish would just get the whole thing CLF and KWG, but keep KWG as a Canadian subsidiary (or just take 51% of KWG). Other possibilities are possible: 51% CLF to soften the blow/sensitivity of taking over an American company.
Just my speculation. Fell free to speculate yours.
goldhunter.