What does the NR say about the break fee?
The Arrangement Agreement provides that Century will be obligated to paya termination payment of $13,500,000 to White Tiger in certaincircumstances, including, (i) if the Arrangement Agreement is terminatedas a result of the board of directors of Century approving,recommending, or accepting a 'superior proposal' or Century'sintentional breach of its covenants under the Arrangement Agreement, or(ii) if Century does not deliver to White Tiger, by March 25, 2011, theconsent of Deutsche Bank AG, London Branch (the "DB Consent"),to: the Business Combination; Century's entering into of the ArrangementAgreement; and the receipt and repayment by Century of the Bridge Loans(as defined below).
Then what does it say about WTG's willingness to complete the deal?
Conditions to Closing
Closing of the Business Combination is subject to certain conditions including:
- approval by a minimum of 66 2/3% of the votes cast by Century shareholders at a duly called special shareholders' meeting;
- approval by a majority of the votes cast by Century shareholders at the special meeting, excluding those votes required to be excluded pursuant to applicable regulatory requirements ("majority of the minority" approval) under MI 61-101 (as defined below) and the rules of the TSX Venture Exchange (the "TSX-V");
- Century shareholders holding no more than 5% of the outstanding Century shares having exercised dissent rights; and
So what does that mean? What happens if 5% of share holders elect to be paid in CASH - per dissent rights? That would be 20 Million shares and cost WTG $20 Million. Do they have that cash? What if 10% of shareholders demanded cash? How would WTG pay? If WTG walks away from this deal then CMM doesn't have to pay a break fee. The world doesn't come to an end if this deal doesn't fly. Yes, we will need cash, Yes we will need a PP and yes we will have some short term challenges............but guess what. The biggest shareholder will suffer those same challenges only he will also have a big WTG dud with no place to go. If Finiskiy wants to build a mid-tier he will make this deal work. If we want a reasonable return or even play along with his vision of the future....we need to make this work. I see some motivated people here that just need to get the vauation right. This deal is the polar opposite of any takeover we've seen. The buyer's shares are supposed to tank and the subject shares are supposed to rise....right?
If WTG were to free trade and drop to 2.00 then our sp would double??? Why?? because that is also the exact opposite of what should happen in a normal buyout.....this one is backwards.......we're buying wtg and we're overpaying by 125%. That's why we're dropping. We need to pay them less for their company! If you think about it that way.....It all of a sudden makes sense!
This is so funny it is sad!......carry
