"Both Cliff's and Noront need people to tender their shares to them (in exchange for shares in their respective companies) so that they will accumulate enough voting shares in FWR to influence future decision regarding FWR."
CLF is not taking up any shares from FWR shareholders unless it gets a 2/3 vote in favour of its bid at the special meeting come Jan 15. Today it has 12.65% and that's it, from its pp's.
NOT is taking up any and all shares from FWR shareholders tendered to it by Dec 11; all conditions have been waived.
A 2/3 vote in favor of the sale of substantially all the assets of a corporation is required for the squeeze out of minority shareholders.
"This approach has risk as FWR can issue hundreds of millions of shares to Cliff (depending on what they are authorized to issue) in order to dilute the pro-friendly NOT voting base and ensure Cliff's a majority. It is a back room means of enabling the so called poison pill or shareholders rights plan, with the exception of not providing an opportunity for the other shareholders to buy into these newly issued shares at favorable terms."
The FWR SRP is off the table as long as the NOT offer does not expire. These were the terms of the FWR/NOT SRP agreement. The FWR BOD has a fiduciary duty to all shareholders to bring a better offer; it would not be in the interests of all shareholders to reinvent the SRP in favor of CLF.
IMO
Regards
