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Msg  1517 of 10031  at  8/2/2007 2:34:01 PM  by

BensonAnalyst

So the Campbell Board of Directors has reservations about enacting a Shareholder Rights Plan? Let’s look at the impact of that, shall we?


Well that’s interesting.  There’s a rumor going around that Mr. Fortier has expressed reservations about putting in a plan.  What a surprise!

 

My opinion is that any reservations they have will be taken as another indication that there has been an on-going “Propensity to Enable” (a buyout at a cheap price) by the Campbell Board of Directors.

 

Take note of some key phrases in this press release from Nuinsco, regarding the Rights plan that they put in place in April.  There is something very important here

 

Nuinsco takes on shareholder rights plan

2007-04-24 11:20 ET - News Release

Mr. Rene Galipeau reports

 

NUINSCO ADOPTS SHAREHOLDER RIGHTS PLAN

 

Nuinsco Resources Ltd.'s board of directors has adopted a shareholder rights plan, similar to existing shareholder rights plans adopted by other Canadian public companies.

 

"The company's believes that the current share price doesn't fully reflect the value of Nuinsco's uranium and gold projects in Canada, and copper-zinc projects in Turkey, as well as its significant equity holdings in Victory Nickel Inc. and Campbell Resources Inc.," said chief executive officer, Rene Galipeau. "As a result, we felt it was prudent to adopt this plan in order to provide the board with additional time to evaluate alternatives should an unsolicited takeover bid arise."

 

 

What this shows is the Rene Galipeau and Warren Holmes (the two Board members that are also Executives at Nuinsco) have a clear understanding of the "common test” that is normally applied.

 

If a BOD believes the shares are undervalued, then a standard of behavior, a standard response is expected from Directors. In other words, it becomes the “typical course of action” to put in a shareholder rights plan.

 

The other thing in this Nuinsco press release is that Nuinsco Board felt it prudent to act if any one group of holders accumulated more than 20% of the equity.  Nuinsco now owns less than 10%, but they have warrants that upon exercising will bring their stake up to around 25%. 

 

Those are the warrants that the Campbell BOD decided to give them for free (see documentation from Cv14 in last 3 days). 

 

And don’t’ give me this story that “Nuinsco saved their butt”, and now deserves free passage through every inch of Campbell’s anal orifice.  I don't buy that! 

 

Nuinsco has already walked away with half of the Corner Bay project. They were supposed to put in $4 million in development, and I don’t think they even did that (can anyone research that?).  Is that true?  Could it be true that the expected $4 million in development (that was supposed to be a cost borne by Nuinsco) has actually now come from Campbell shareholders (the debenture)?  Am I describing that correctly?

 

After the debenture gets converted (another freaking give away), Nuinsco's ownership in Campbell still won’t be 29%.  Everyone needs to read the recent Early Warning Report.  (I only see it in Sedar and StockWatch).  The ownership numbers they give are “partially diluted” numbers.  With full dilution, Nuinsco's stake drops back down to about 25% -26%.  

 

Nuinsco has a long journey in front of them to get the other approximately 140 million more shares they will need.  If I were an NWI shareholder, I would in fact be quite concerned about further dilution of NWI shares (just to raise the cash that would be needed).  I might also be concerned that if this "Sarbanes Oxley thing" ever got out of hand, my top two Executives could have a distraction on their hand.

 

So we have two things that, clearly, a Board of Directors member would be expected to understand:

 

A Rights plan is a fairly typical response if you have reason to believe that a group is trying to build a position of more than around 20%.

 

If the target company has an “undervalued share price”, then a Board would typically be more inclined to put in such plan.  These become "standard and typical" responses.  

 

When a Board says "NO", you then carefully study the Minutes from the Board Meeting, and look to see why the plan was shot down.  The votes (and reasons) given by each Director become a matter of record.

 

By the way, Mr. Blouin (Campbell Secretary and Legal Counsel) confirmed that Campbell would release Minutes upon receipt of a written request.  Anyone here can make such a request.

 

People also have to understand the role of Mr. Holmes and Mr. Galipeau on the Campbell Board of Directors.  When they put that Campbell hat on, it’s supposed to be 100% Campbell Business, and Campbell’s interests and loyalties.  Mr. Galipeau and Warren Holmes have no obligation to discuss or reveal the long term goals of Nuinsco (back home).  It’s supposed to be a wall. 

 

But the claim of the Campbell Stakeholders Association (CRSA) is that is that Mr. Holmes and Mr. Galipeau revealed enough information (through words and actions) that it would have been common knowledge on the Campbell Board that there is in fact a long term plan.

 

I mean, seriously, how do you suggest to fellow Board members that Campbell should just be giving away 20% of their equity (for free) “because Nuinsco deserves it”.

 

What about these two observations, where I describe what would be fairly typical Board response?   Well the issue with Holmes and Galipeau is that they are expected to contribute general insight and knowledge in this area. 

 

It’s their fiduciary responsibility to say to the Board… hmmm, we should probably do this... this is what most companies would do… we’ve done it…. We know how easy it is.  That’s what a Director is expected to offer.

 

So if they start refusing the idea that sends an important red flag our way.

 

From my post this morning… If an unsolicited Takeover offer comes in, regardless of hoe the Board responds, any Individual could take that steps, with enough compelling “evidence” to get an Injunction in a United Sates Court.  That puts the whole takeover attempt into limbo.  CBLRF = SEC oversight. 

 

But take a guess what the Hedge Funds and possibly other large mining companies will do next.  “A producing junior, with huge reserves and resources, in play, and a little tied up at the moment”.  Nice target.

 

Nobody has a long term problem with Nuinsco taking over Campbell.  Our issue is that the players are trying to engineer it so that they can do it at an undervalued price.  That’s where the “Chronicles of the Downplay”comes in.  That’s why Fortier (in my opinion only) absolutely refused to go out and promote Campbell to Investors, even after promising dozen of times, in written communication, that he would do exactly that.  The claim we are making is that the Board is functioning as Enablers. 

 

And the reason would be that certain people stand to gain if this can be pulled off. 

 

I once wrote a long post, where I explained my opinion on the long-term strategic vision between Campbell, Nuisnco, Victory, and Sprott Asset Management.  It was posted on StockHouse probably about 8 months ago.  If anyone can find that post, and post a link here, it would be much appreciated.  It’s really huge stuff (IMO).

 

And I invite everyone here to read my post about the Whole Foods case.  It’s really quite funny.   Rahobed 

 

Seeing how these guys on the StockHouse Board conduct themselves, I think it might be Nuinsco that has been behind the Bashers and Disruptors all along.  There was once a small clue that Fortier let slip out, that tied Sean Stokes to message board activity.  It was just something small that he let slip.

 

 

 



 
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Replies
Msg # Subject Author Recs Date Posted
1519 Re: So the Campbell Board of Directors has reservations about enacting a Shareholder Rights Plan? Let’s look at the impact of that, shall we? sanbosco 2 8/2/2007 4:32:20 PM
1520 Benson - Nuinsco's hand is in the Cookie Jar cv14 1 8/2/2007 4:48:05 PM
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