A week after the first news release about the "slimy" deal there are more details published on sedar.
In the mean time many millions of shares have changed hands on the stock exchange. All without knowing about these maybe important details.
The "BUSINESS COMBINATION AGREEMENT" looks to me like a contract that no sane person would sign, unless his judgement for instance is clouded by lots of dollar signs in his eyes.
A "non-solicitation covenant on the part of Canplats" says that the directors, advisors etcetera of Canplats should not actively be involved in looking for a better deal. A small mistake of anyone of them might cost Canplats C$7.2 million. This is an amount of money, that the company doesn't have.
Normally the board of directors has to look for the best deals for the company. They gave up this duty, and signed over their shares. Are they free to give up this duty? Is it fair to their shareholders to sign over these shares? The chances for a better deal certainly got worse.
The Arrangement is obviously meant to put our directors in a straight jacket, and to limit the chances of a superior offer making it.
What was the role of the expensive advisors? All I can think of is that they needed an "expert" to tell us shareholders, that "the consideration offered under the Arrangement is fair, from a financial point of view, to the shareholders of Canplats other than Goldcorp".
I for one would like a good/excellent Arrangement, not a "fair" one. I have thought up a definition of "fair", that I can't write about in public.
Best regards,
Justabug
