MHOttawa,
I took a quick look at Appendix D as well, and here is my take:
- as expected the one liner at the end the conclusion says "the Arrangement is fair from the financial point of view to the Shareholders", based on and subjected to the foregoing.
- However, the "foregoing" is extremely light on the advantages/fairness to the shareholders. The emphasis is in the "exceptions"; the "assumptions" of the information supplied by PRB management as gospel, i.e. without any critical review of the information; and "scopes and limitations" of the review.
- In a nutshell, the review is quite superficial and it appears like something that PRB needs to go through to satisfy the requirements to show management has gone through the steps in process for selling the deal to shareholders. Yes, they have hired a consultant to "certify" that G offer is fair. Of course this has to be done and the conclusion is as expected. There is no surprise in this opinion.
Questions:
- "what are compensation (in shares which they could vote FOR the deal?).
- Another interesting item (top of D-2) to note is "a substantial portion of the fee for the service under the Arrangement is contigent on the successful completion of the Arrangement. So what exactly BMO has to do in the Arrangement? Key issue here is BMO's independence as a third party looking at the deal as an 3rd party from the ouside for this fairness assessment. If it is working for Management with an objective to support the deal, then its independence should be subject to scrutiny.
goldhunter
