Looking at the 13F filings that were due last week, I am a little bit more upbeat of our chances to defeat this buyout attempt.Top 6 Shareholders as of 03/31/2014GLG 3.5 millionGlenhill 2 millionYork Capital 1.88 millionPentwater 1.7 millionSG Americas 1.1 millionMarshall Wace .93 millionTop 6 Shareholders as of 12/31/2013Pentwater 4 millionGlenhill 2 millionPineRiver 1.7 millionGroup One .9 millionWolverine .8 millionRenaissance Tech .7 millionInteresting that Pentwater (an arb firm) went from 4 million to 1.7 million shares. PineRiver (another arb) went from 1.7 million to Zero. Wolverine (arb firm) went from .8 million to .3 million. All of these numbers are current as of 03/31/2014, so between that date and the record date (05/05/2014), any or all of these firms may have increased or decreased their holdings. I'm hoping that most of these arb firms got rocked on the last buyout vote, and that many did not want to test the waters again. Our shareholder base is stronger than ever this time around. I just wish management and the "Special" Committee cared about the unaffiliated owners of this company. Has anybody obtained the shareholder list? I plan on submitting my SEC complaint later this afternoon.-Forbes
don't forget about these shareholders owning about 50% of shares. Most of them are probably leaning towards a sale. MSPEA and MS are looking to make money on the initial investment now 4 years old and not making them any profits except more shares accumulated as dividends. They need a pay offBeneficial Owner ======================================================== Full Alliance International Limited 7,657,704 15.1%MSPEA Agriculture Holding Limited 8,814,632 15.4%Morgan Stanley 8,908,702 15.5%Zishen Wu 1,155,000 2.3%Sam (Yue) Yu 400,000 =================================================================All Directors and Executive Officers, as a group 1,845,000 3.6 %
Beneficial Owner ======================================================== Full Alliance International Limited 7,657,704 15.1%MSPEA Agriculture Holding Limited 8,814,632 15.4%Morgan Stanley 8,908,702 15.5%Zishen Wu 1,155,000 2.3%Sam (Yue) Yu 400,000 =================================================================All Directors and Executive Officers, as a group 1,845,000 3.6 %
MonsterFluff,These shareholders are NOT allowed to vote and these shares are NOT counted in the total number of shares to determine the majority. They are the buyout group.Ellipsoid
Exactly, they vote, but their votes don't count in the only one that matters
Concurrently with the execution of the Merger Agreement, Parent, Holdco, Mr. Zishen Wu, Prosper Sino Development Limited and MSPEA entered into a Voting Agreement (the “Voting Agreement”) with the Company under which they have agreed, among other things, to vote all of the shares of common stock and Preferred Shares of the Company beneficially owned by such persons and entities and their respective affiliates (except that for Prosper Sino, only the Prosper Sino rollover shares will be so voted) in favor of the approval of the Merger Agreement and against any other acquisition proposal with respect to the Company. this says they can vote
Like we said, they vote, but the vote where their votes count will pass by a landslide just like it did last time. In order for the go private to happen, the minority shareholders (which excludes all of them) need to separately vote in favor. This has been discussed at length on this board. So they vote but their votes literally don't count in the only vote that matters.
why would the majority owners agree to such a restrictive position? The point of being a majority owner is to gather enough shares and friends to ram through anything you want accomplished. Why and when did they agree to this unfavorable covenant? it's fairly extraordinary and if they initiated or promoted the restriction they shouldn't have. What incentive was there to act against their own self interest?
I don't think they had a choice. I assume that SEC rules require that sort of thing, otherwise the sort of theft of the company everyone here has been talking about would be an everyday event... set whatever price you want and buy out the minority.
do you happen to have a reference for the rule? I don't recollect ever hearing it was illegal for a group of majority holders to organize and vote on the sale of a company. That's the point of trying to control a majority of shares and get them to vote with you. Maybe its a restriction if you are the shareholder attempting to privatize. I'd be interested to see the official ruling from the SEC
I don't think it's a rule, but it reduces their liability greatly if the board accepts an offer only if the minority shareholders vote for it. I actually can't remember a buyout like this where a minority shareholder vote wasn't requiredIt is extremely common
No, I don't have any particular rule.I do not believe it is just a restriction on selling the company, but rather a restriction on taking it private. An earlier message said those owners were restricted because they were the ones trying to buy it out, or such is what I recall.
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