Just looking back again - the NST deal completed last year around the 31st July netted TAM 11m in cash & 4,29m NST shares - NST sp on the 31st of Jul 2015 was around $2.08..
NST have been on the up and up since then and TAM must have sold 3.29m of those NST shares to be left with 1m - they got rid of all debt last year ($12m) & they still have $9.179m in cash a year later and 1m NST shares now worth around $5m that will pay a final dividend just declared of 4c a share fully franked giving them another - $400k in this 1/4..... is it just me or does it seem like we're coasting & likely heading for a NST takeover just looking at these projected timelines? - just need to clear the MLX thing which could come at any time even before the showdown in Nov & if it goes to Nov TAM are fully cashed up for battle even if it turns out MLX can pull a rabbit out of a hat....
IF MLX were not alerted to the NST offer and subsequently not given the chance to at least match NST's offer then I believe the TAM board would be in trouble but with the legals on the board the idea that they wouldn't know that is beyond belief & further to that TAM shareholders would have a very strong case to then sue the board if MLX managed to get up - because you can't blind side when your already in a HOA negotiation phase with a party and have announced it to the world even though it hinged on SH approval.
IMO given that MLX's biggest shareholder was closely connected to one of TAM's bigger shareholders then it beggars belief that there wasn't communication happening behind the scenes & the MLX weren't aware of what was happening - I don't know why TAM don't come out and state that MLX were aware of the new offer but they weren't prepared to match or better it instead playing hardball to try force TAM to stick to the HOA and present it to Shareholders if this is what happened?
The Australian article from Aug 6th 2015 seems to shed light on MLX's position:
"...At the Diggers & Dealers forum in Kalgoorlie, Mr Cook said he remained unhappy about Tanami’s decision to abandon an agreed deal with Metals X in favour of a higher-priced offer from Northern Star Resources...."
Now that me says that talks had happened behind the scenes in regard the higher priced offer from NST
They quote the MLX chief:
"......“Agreements normally have the words ‘in the absence of a higher offer’ attached to them, unless you want them to be legally binding, and there’s typically a break fee in those,” he said. “We agreed to leave it out because they didn’t want me to go away. They wanted to have Metals X on the hook.”......."
IMO it does seem like MLX went hardball on the original HOA trying to force TAM to ignore the NST offer even though the TAM board would have been compelled to present both offers to shareholders and of course the better offer got up.. I think the HOA was binding on TAM to present it to shareholders but it seems there was no clause covering "in the absence of a higher offer" which in itself would seem to indicate an incomplete contract and by its omission cuts both ways - it was neither in OR out but TAM legally couldn't say it was a done deal before shareholder approval so I don't get the MLX thinking behind this unless they specified in another clause that they were leaving it out deliberately which would be completely bizzare? If its not there - its not there so it appears to me as though MLX are relying on an "implied" situation in that it was "implied" by TAM that it was a done deal which when you really think about it you keep ending up back with TAM shareholders and their rights...
IMO to me it seems MLX would need to show TAM were working to extinguish their own shareholder rights and force them to accept an offer by MLX - imagine the precident this would set and what about ASX rules in this regard which are in place to protect shareholders - no board can force shareholders to accept or deny a motion put to them - where do we live - North Korea?
