Get fair deal for shareholders in takeovers

[opmi]

As with all business transactions, there must be a willing buyer and willing seller. For CMA case, there is one willing buyer and many potential sellers. The question is whether there will be enough willing sellers at $2.22 to close this deal.

Outdated rules like free float requirements and CA Section 215 workaround works against minority shareholders. I feel it is not willing buyer willing seller situation.
Besides, there is a informational asymmetry between substantial shareholders/mgt vs minority. And this info is working against minority shareholders.

[thinknotleft]

The mgt is not involved in the Offer. The Offeror is the substantial shareholders.

Not quite sure if you mis-read. I said "management of the offerer ..."

Nobody is asking to be fairly treated. Minority shareholders are asking for a fair price that reflects the potential value.

Don't quite understand. Yr first line says nobody is asking to be treated fairly. Your second line says minority is asking for fair price -- contradicting your first line.

If Offeror not willing to pay at fair price, then let the company continue as it is.

The offerer has put up a price. If the (minority) shareholder thinks the price is low, he/she can don't sell. IF a (minority) shareholder sells at the offered price, this means that the offer price is acceptable to the shareholder.

How the takeover is funded is irrelevant to the target company minority shareholders.

I am not viewing from the target company minority shareholder. I am saying from the viewpoint of shareholder of offerer i.e the opposite side.

Yes, there cld be information asymmetry that leads to the offerer concluding that he is bidding at less than the underlying value. And it should be so --the bid offer shd be lower than underlying value from the offerer viewpoint--, if not, why should the offerer bid in the first place?

Personally, I find the concept of 'fair price' as a very subjective thing. What is fair may depend very much on one's reference point. If I buy Cap mall asia at $1.20 , I may find the offer of $2.25 very attractive. If I buy Cap mall asia at ipo price, I may find the offer of $2.25 disgusting. Or if I think the RNAV of Cap Mall asia is $3, I may find the offer of $2.25 unfair.

If I am the target company minority shareholder, it will be more beneficial for me to think in terms of what's the most profitable course for me to take. Should i sell, hold, vote no to the offer etc?

[opmi]

From value investing perspective, the intrinsic value should be the relevant point.
Not the market price or offer price or even your cost price.

If a minority shareholder accept an offer, that don't mean the price is reasonable.
Eg if the shares is confirmed going to be delisted, does it mean the offer price is reasonable
or acceptable? The shareholder may have other overriding considerations than the offer Price.

If the Offeror (due to being the mgt) has better info than minority and used it against them (lowball offer),
their appointed directors are not discharging their duty to work for the benefits of ALL Shareholders.

As I said, the oft missed alternative to an Offer is to continue running the company and release the
value for ALL shareholders. Eg k1 failed offer. The minority shareholders and IDs should NOT be
anchored to just 'accept or don't accept' choice.

[CityFarmer]

As with all business transactions, there must be a willing buyer and willing seller. For CMA case, there is one willing buyer and many potential sellers. The question is whether there will be enough willing sellers at $2.22 to close this deal.

Outdated rules like free float requirements and CA Section 215 workaround works against minority shareholders. I feel it is not willing buyer willing seller situation.
Besides, there is a informational asymmetry between substantial shareholders/mgt vs minority. And this info is working against minority shareholders.

I don't think the CA Section works against minority shareholders. We need a fair rules, which strike a balance between minority and majority shareholders. Current rules are fair to both, IMO.

There are means for minority shareholders to block a resolution, but most of time, most minorities are just ignoring the right, and hoping to be taken care of. If they don't care, then why should others care?

[opmi]

As with all business transactions, there must be a willing buyer and willing seller. For CMA case, there is one willing buyer and many potential sellers. The question is whether there will be enough willing sellers at $2.22 to close this deal.

Outdated rules like free float requirements and CA Section 215 workaround works against minority shareholders. I feel it is not willing buyer willing seller situation.
Besides, there is a informational asymmetry between substantial shareholders/mgt vs minority. And this info is working against minority shareholders.

I don't think the CA Section works against minority shareholders. We need a fair rules, which strike a balance between minority and majority shareholders. Current rules are fair to both, IMO.

There are means for minority shareholders to block a resolution, but most of time, most minorities are just ignoring the right, and hoping to be taken care of. If they don't care, then why should others care?

For CA, I am referring to the workaround by the Offeror using a new takeover vehicle.
So it is an outdated law that is not inline with the intention of the law. It needs to be amended.

Minority shareholders Bo chap at their own detriment. Expect to free ride on other activist efforts. The least they should do
is to response when there is a call for activism. Like in Sing Holdings letter. Problem is everyone wants to be anonymous and
not willingly to be more proactive. Until it is too late.