Possibility of a YES/NO outcome
posted on
Feb 27, 2015 01:41PM
Folks,
Of course, G and Probe BoD wanted a YES results at the Special Meeting. So what is the chance for this to happen.
Let's start with some stats
- OS: 91M (w/o wts), and 93.25M (w the 2.347M wts G bought from AEM)
- AEM still has 3.277M wts left, if exercised @ 2.10 will cost AGM $6.88M (which will go to PRB treasury). AEM is expected to sell this 3.277M shares to someone, or eventually to G for a profit of $16.38M. So for all practical purposes, this 3.277M shares would be on the YES side (G would make sure that this is the case).
Current tally
- G has 18.068,151 Ms (including the exercised wts...$5.20M will flow in PRB treasury which would put a total of $11.85M from the AEM 5.647 M exercised wts).
- PRB management: 4.6% 91M = 4.186Ms will vote in favour of G
- Total: G + Probe BoD = 18.068M + 4.186M = 22.25Ms (in their bag)
- Partially diluted shares: 91 + 5.647M = 96.647Ms (There may be other wts and opts to be exercised, but this is not known...holders of wts and options may even exercise them at an unfavourable strike price, just to get the YES results. In certain cases, swing votes may be crutial).
- Total vote (20% not voting = 80% vote turn-out): 80% x 96.647M = 77.31M share; 2/3 x 77.31 = 51.54M votes.
1. 80% vote turn-out: From the above G+PRB = 22.25M is still too far off from the 51.54Ms required for the 2/3. But there would be significant blocks and some retails that would vote YES to bring the total closer to the required 51.54Ms.
2. 70% vote turn-out: Total vote count = 70% 96.64M = 67.64M; 2/3 x 66.64 = 45.09Ms (required for 2/3).
3. 60% vote turn-out: Total vote count = 60% 96.64M =57.98M; 2/3 x 57.98 = 38.65Ms
Feel free to correct if I messed up the numbers.
In summary, a YES vote has a good chance to succeed, if there is a low vote turn-out.On the other hand, a NO result is also quite possible with a high turn-out of NO votes. It looks like a toss up. That is probably why G and our beloved BoD are a bit afraid (with all the promotion for a YES vote) of a rejection of the "deal".
Come out and vote folks. Vote NO if you think this is not a fair deal. It should be noted that there is a bit of cash (~$12M from AEM wts) flowing into PRB treasury, in addition to quite a bit of cash (for sure over $30M), but G offers only $15M + $4M from AEM royalty for Dave to set up the new PRB (which may or may not be listed, what's this?). Go to the link provide on the voting form, you will see the boxes for the 12 digit control number, and vote away. Each person on his/her own.
www.voteproxyonline.com
In my opinion, G is being too stingy on the cash and on the assets given to the new PRB. I would expect an offer of all the cash in PRB treasury (say around $50M) and some propective properties in the Borden area (part of East Limb?) would give G and our BoD a better reception from shareholders to the "deal".
The current deal is opaque and unfair, hence a no vote NO would be warranted to push G into a better offer. After all, an increased offer would not cause G any hardship, since this deal is a small percentage of G Market Cap, e.g. an increase of $2 from $5 to $7 would be insignificant, especially under the share exchange arrangement.
goldhunter