There are two sets of rules that could apply in take-over attempts:
A. the amalgamation rules and
B. the related party bid rules.
In the related party bid rules, the majority of the minority (over 50%) need to actually tender their shares for a take private transaction to succeed (the related party cannot vote its shares).
In the Business Act amalgamation rules, 2/3s of those turning up to vote at a special meeting need to vote in favour of an amalgamation transaction (majority holder can vote its shares). As an amalgamation is often proposed by a related party then both sets of rules apply thereby making the majority of the minority rule the main protector for minority shareholders.
However, there is an exemption to the majority of minority rule as if [someone] owns over 90%. In this case, shareholders now need to choose to accept the offer or give notice to dissent.
To dissent means to write a letter indicating dissention along with proof of their shares.[I assume share certificates??] Under this scenario, CMM sh will still need to tender their shares as part of this process, but have the right to hire their own valuator for Century Mining and put it to a judge. White Tiger will have its own valuation on Century Mining that support its bid at 0.4 for 1. In the end a judge will decide what the real value is and what needs to be paid to the dissenting shareholders. The downside to this course of action is that the shareholders are without the shares and without the cash throughout the court proceedings.
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I dont' have a problem with CMM being "valued" by WTG at $1.80/sh or $742M, I would gladly take $1.80 per share CASH. I have a problem with WTG being "valued" at $4.50 in the first place and therefore don't want to exchange my CMM paper for essentially "dilutive" WTG paper. What remedy would be there for CMM shareholders in having a judge decide what value there is in WTG assets (vis-a-vie find out if their offer is even in the right ball park?
