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post Posted: Oct 2 2011, 02:15 PM
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In Reply To: forrestgump's post @ Oct 2 2011, 12:09 PM

Thanks Forrest for your candid explanation of what transpired behind the scenes.

One small error in the logic of the CSAG stands out to me. For the scheme to be successful, it required 75% of voted shares to vote iin favour AND 50% of voting shareholders to vote in favour. You have clearly indicated that CSAG felt that the first condition would be met under the changed circumstances. But what about the second condition? Without it the scheme would still have failed.

"There is more to life than increasing its speed" - Ghandi

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post Posted: Oct 2 2011, 12:09 PM
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Well, the weather today is miserable and I have zero interest in the various types of of football so it's probably as good a time as any to attempt to put my full stop on this story.

As you know, CSAG was established purely and simply to bring together CST investors to enable them to have their interests represented in the takeover event. Our intention was always to achieve a better outcome for shareholders. We didn't see it as our job to tell people how to vote and we certainly did not think it appropriate to collect shareholder proxies. It was always our contention that each and every shareholder should be well and independently informed and have the right to vote as they best see fit.

Of course, by making our intentions known as a large voting block we were always hopeful that we could influence the outcome.

Our polling of shareholders indicated 38% of shares were prepared to vote against the takeover proposal. That was certainly enough to defeat the takeover.

However, two event occurred that changed things dramatically.

Firstly, significant numbers of shares that had indicated their opposition to the takeover were actually sold into the market (into the hedge funds). This effectively converted the votes of those shares from NO to YES. There were probably several reasons for people doing this. Some may have been simply protecting their own net worth, others were hoping to buy the shares back at lower prices when their compatriots had voted the proposal down. Whatever reasons people may have had and whatever we may think of any individuals choices, we have to accept that each shareholder is entitled to make their own decisions in this way.

Secondly, we became aware of further significant shares that had initially indicated their opposition to the takeover that subsequently changed their opinion and decided to accept the $3.55 offer on the table. Again, regardless of what we might personally feel about that decision, we have to accept that everybody had the right to act as they best saw fit in their own situation.

Probably, we could have still defeated the vote had just one of the above events occurred. However, the combined result of both meant that we had LOST.

This left us with only two choices. We could either continue to say NO, knowing that the end result would be that all shareholders would receive $3.55 per share or we could accept that the Company was going to be sold and try to improve the outcome for shareholders. Clearly, the second was the only sensible choice.

Fortunately, our one saving grace was that, whilst we knew that ultimately we had lost, we were able to conceal that fact from Qiagen. They did not know that they had won. Our only hope was to see if we could squeeze some more money out of them.

So, that is what we did.

We achieved an additional 25c per share.

In the end, the choice was to accept $3.55 per share or achieve $3.80 per share. They were the only two choices that we ended up with. I would hope you would agree that we made the right decision.

Don't forget that we did not advise or force any shareholder to change their vote from NO to YES. Each and every one of you made your own decision. We could only ever play the cards that we were dealt.

So, that's it. It wasn't as exciting as you might have thought? There were no legal threats, no visits by short necked men in black suits at 4am. It was simply a pragmatic business outcome. We may not necessarily all be happy with it but it is what it is.

I guess I can add that, as it has turned out, given the subsequent state of the market, now is not such a terrible time to be "cashed up". Perhaps we can take some consolation from that.

I am personally immensely proud of what we achieved. This has been one of the few times where a disparate group of minority shareholders have taken their place at the table and achieved an improved outcome.

I am also extremely proud of the group of people that made up the CSAG team. This group of people worked untiringly on this for over three months. It was an honour to have worked with them.

Likewise, I thank all of those shareholders who supported the aims of CSAG by registering their voting intentions with us, offering encouragement and generally working with us to achieve a better outcome for all.

Hopefully, we can all take away something from this story.

Finally, can I thank every person that has contributed to this story over the entire ten years. Regardless of whether our views were aligned or not, the input from a wide range of perspectives made the journey a pleasant, educational and personally warming one.

I have one, final, less than joyful task.

One of our number, "Thumbs Up" passed away unexpectedly during the takeover event. "Thumbs Up" was a long time supporter of CST, an active contributor to Sharescene and an extremely valuable and committed member of the CSAG Team. I had the good fortune to have known "Thumbs Up" personally. As is always the case, there are no words that can convey the essence of the man. I can only say that the world is now short one of the good guys. Vale TU.


Try to be as good a person as your dog thinks you are.
post Posted: Sep 13 2011, 09:34 AM
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In Reply To: henrietta's post @ Sep 12 2011, 08:16 PM

I've been keeping a loose eye on Qiagen. Note their share price is now more than 30% lower than when the CST bid was announced.

I'm getting tempted to buy some and "bottom draw" them just in case QFT goes nuts.


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post Posted: Sep 12 2011, 08:16 PM
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re COH

Just goes to show that we really don't know where the next calamity might hit.


"Sometimes I sits and thinks, and sometimes I just sits." Satchel Paige

"No road is long with good company." Traditional
post Posted: Sep 7 2011, 08:14 AM
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In Reply To: alar's post @ Sep 6 2011, 05:29 PM

With direct deposit there were two deposits, one for the sale and one for the dividend. I would presume there'll be two cheques. You should have received them ages ago ......... something has gone amiss . So yes , as mr curly suggests , call the registry ....... have your SRN / HIN if possible.


ps yes, mr curly , there are what appear to be bargains , but who knows where the markets are going. I think keeping plenty of ammo in reserve is a prudent way to go, with a modicum of accumulating as well.

"Sometimes I sits and thinks, and sometimes I just sits." Satchel Paige

"No road is long with good company." Traditional

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post Posted: Sep 6 2011, 08:02 PM
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In Reply To: alar's post @ Sep 6 2011, 05:29 PM

Contact the registry (Computershare) as all monies should have been received by now. My dividend and sale proceeds arrived at the same time, so there is no logical delay.
Good time to be cashed up and sniping for bargains.

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post Posted: Sep 6 2011, 05:29 PM
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Still no cheque in the mail. Any one else in this situation. When will the dividend be payed.? Much appreciated

post Posted: Sep 1 2011, 07:39 PM
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In Reply To: frankjansen's post @ Sep 1 2011, 04:54 PM

Many thanks to ALL contributors to this thread over the last 10 years.

It has been a very informative forum and many of us have found some valuable new friends along the way.

Over and out


post Posted: Sep 1 2011, 04:54 PM
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<H1 class=mainHeader>Further developments on pre-scheme call option agreements
31 August 2011</H1>In brief

  • The law and market practice relating to pre-scheme call option agreements continues to evolve as bidders seek to push the envelope in terms of deal protection in schemes.
  • A pre-scheme call option agreement in the context of a two-tiered consideration structure, where the call option was exercisable merely upon the scheme becoming effective and at a lower price than the consideration provided to other shareholders, was found not to create a separate class.
  • It now seems clear that the emergence of a competing proposal is not a mandatory condition precedent to the exercise of a pre-scheme call option agreement, in the sense that, without such a condition, the grantors of the call option would be in a separate class for voting purposes.
In our February 2011 article, ‘Latest developments on pre-scheme option and voting agreements’1, we discussed the then-latest developments on pre-scheme call option agreements. We noted that we expected to see such agreements start to edge towards their purest (bidder friendly) form, namely a simple call option to acquire target shares at a fixed price, irrespective of what happens in the scheme (eg whether or not an auction develops).

Link to the full Freehills article:

post Posted: Sep 1 2011, 09:41 AM
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In Reply To: kelpie's post @ Sep 1 2011, 09:34 AM


Thank you for your contributions Wags, particularly your clinical experience and expertise.



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