@Gerardibus
Let me work backwards in reply to your post.
1. Getting a meaningful discussion going in HotCopper will never really work as the content may drive others to suppress the discussion for their own reasons and secondly many prefer to play the person not the discussion. Plenty of evidence of both in HotCopper across many companies and threads.
2. The board of FMS can seek and get done an IER (or any other strategic assessment for that matter) any time they like for purposes of ensuring they fully understand the business potential of the company they are chartered with the responsibility of leading. It doesn't have to be disclosed to shareholders and in this case it wouldn't be a good move due to a related party transaction being mid-flight (i.e. the current Todd offer).. The problem here is shareholders want greater transparency due to what seems to be a loss of faith or trust in the current members of the Board and want to see for themselves, leaving themselves exposed by the nature of doing this.
3. An IER at this point would very much have to have within its scope an assessment of the Todd offer given the all other criteria. But it also must be an IER beyond just an independent assessment of the current offer and must provide the Board with a view as to what is possible in other scenarios (i.e. a sensitivity analysis of other possibilities).
4. Why the Board had to accept the current offer I don't know because I don't know the details of the offer or of any conditions in a pre-agreement that may well have had non-disclosure or confidentiality clauses for example before a formal offer was made. I also don't know the process by which the offer from Todd was lodged with FMS and what constraints were in that offer that were triggered by nature of FMS acknowledging receipt of the offer. Let me give you an example, a pre-arrangement may have been discussed or entered into between FMS and Todd where FMS agreed to not discuss or seek counter offers for the upcoming Todd offer on the condition Todd put forward in writing a tangible, viable offer of substance to FMS for consideration. FMS duly receive and acknowledge and accept receipt of the Todd offer and the Board of FMS consider it is the best offer available to them in the absence of anything else and confer to Todd that is their position but they need to secure shareholder approval. By nature of doing this they may well have triggered something in the Todd offer documentation that says the Board must fully support and back the Todd offer without actively testing the market (e.g. no shop clause) or discuss with other parties the offer in detail (e.g. no talk clause). Such that the Board is now in a bind and needs the shareholders to reject the Todd offer by way of voting for a special resolution as the only path out of the current situation.
There is so much more to it but I have tried to be brief (failed miserably) and my view is the Board needs help from an independent party well practised in this dark art of asset acquisition and takeovers. Remember the current offer is for an asset within the company not a take-over so shareholders are really a secondary matter and the Board is trying to get your support so they can get out of the situation they have been put in.
Now to cover my delicate little derriere I will say that all of the above is pure speculation on my part drawn from past experiences in other situations and uses no information or material that is not in the public domain.
And by the way I haven't proof read my own post above, so you will have to ignore spelling, grammatical and syntax errors and I am not accountable for getting a poor Flesch score.
Cheers
