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Jaguar questions how Canadian Royalties directors discharged their fiduciary duty to Debenture Holders in Supporting Revised Jien Offer
Jaguar questions how Canadian Royalties directors discharged their fiduciary duty to Debenture Ho...
About this update from Cleghorn Minerals Ltd.
[{"type":"text","content":"\n\n\n\nOct. 23, 2009 (Canada NewsWire Group) -- TORONTO, Oct. 23 /CNW/ -- Jaguar Financial Corporation (TSX: JFC) (\"Jaguar\" or the \"Company\") today criticized the directors of Canadian Royalties Inc. (TSX: CZZ) (\"Canadian Royalties\" or \"CZZ\") for their failure to obtain a fairness opinion from BMO Capital Markets (\"BMO\") for the holders of CZZ debentures (the \"Debenture Holders\") on the revised offer (\"Revised Offer\") by Jien Mining Canada Ltd. (\"Jien\"). Jaguar also questioned how the CZZ directors discharged their fiduciary duties owed to Debenture Holders.Fiduciary Duty to Debenture Holders Publicly Recognized by CZZ Directorsin Original OfferIn the press release dated August 11, 2009, the CZZ Board recognized its fiduciary duties owing to the shareholders of CZZ (the \"Shareholders\") and the Debenture Holders in the original offer (\"Original Offer\") by Jien as follows:\"Consistent with its fiduciary duties and after receiving the SpecialCommittee's report and recommendation, the Company's Board of Directorswill carefully review and consider the Offers and will advise CanadianRoyalties shareholders and debentureholders of the Board'srecommendation...\"The CZZ Board repeated its recognition of fiduciary obligations to both the Shareholders and the Debenture Holders in its August 25 press release, which stated that the Original Offer was \"not in the best interests of Canadian Royalties Securityholders\". The term \"Securityholders\" was defined to mean both the Shareholders and Debenture Holders of CZZ.In the September 8 press release, the CZZ Board stated that it adopted the Rights Plan \"to ensure fair treatment of all Canadian Royalties' securityholders in connection with any take-over bid\", again securityholders referring to both Shareholders and the Debenture Holders. In the same press release, the Board stated that in adopting the Rights Plan, \"the Board of Directors is solely and legitimately concerned with maximizing securityholder value.\"As stated in the August 25 Directors' Circular, the Special Committee of the CZZ Board engaged BMO to act as its financial advisor for the purpose of providing an opinion \"as to the adequacy, from a financial point of view, of the consideration offered to the holders of Shares (\"Shareholders\") and holders of Debentures (\"Debentureholders\").\"BMO stated in it...