The other points:
Yes it is very dilutive - but, that's what happens when you borrow money and buy a company worth a multiple of your own 'value'. No point bitching, it is instrinsic to this deal. Discussed price already.
Danny's effective control. No points awarded to them for knocking down straw man argument based on 'control'. It is 'effective control', as previously discussed.
Five Directors vs one Director with 45% share to vote - the reality is he wins any vote put to shareholders. This gives him unmatched boardroom power.
Nothing will happen in future if he doesn't want it to happen - a stone cold fact. The other five Directors will not put forward any proposal without first asking 'what will Danny think?' Never mind he isn't getting the shares on day one - only a fool would ignore the fact he's still getting them.
The BOD indicate it intends to run the new entity taking forward all the OBJ projects, not as Danny's plaything. That seems 'reasonable' to me - consistent with my view that the OBJ products are the main future, whatever happens to this deal.
The other directors aren't chumps, and they aren't planning to let Danny flog off the segments for which they are responsible, because that means they would also be gone.
But, hang on, gone where? The dole office, or, well, maybe with old mates. Wouldn't that be nice say, with a grear big share of a different business monetising OBJ tech.
'Present intentions' can change the day after the deal, as the BOD has carefully pointed out in the documentation, so, no legal recourse would be available.
Directors can suddenly realise, it turns out OBJ tech isn't all that good a fit with importing gym biscuits and powders after all. Wow, nobody could have foreseen that!
The gym biscuit guy can also gradually discover that, after 30 years making a good living importing and flogging stuff, he doesn't really want to sink profits from gym biscuits on years (and years) of R&D on stuff that isn't even guaranteed to sell.
Previously, when he made $20m, he got to stick $20m in his own pocket, not give it to boffins trying to build a better make-up dispenser.
Danny can decide OBJ tech is just a drag on his old empire and roll the sale price of OBJ IP into growing a bigger gym biscuit importing business. 'Gentlemen, let me remind you of this company's main business activity... Do I have to put a proposal to the holders?'
That scenario is not a prediction, just a reflection regarding what 'effective control' of a company really means. It allows a Director in effective control to do whatever they want, should they form the desire to do so.
Pro-proposal holders say trust them. I see no reason to 'distrust' them, or Danny in particular.
The issue of trusting them (to act in shareholders' interest) has a related issue - the BOD will be only responsible to the new holders in the new company, with no residual duty to the old holders of OBJ, whatsoever.
If I buy a share in Wellfully, a gym-biscuit and wellness company, and the BOD says let's flog the old OBJ tech for a few million and 'let's really focus on our core, profitable business', I wouldn't care and it wouldn't matter if I did care, because one of the six Directors has 'effective control'.
Anyway, that is merely exploring a theoretical scenario.
Ironically, the thing most likely to stop it, is the fact that OBJ has a bigger, broader and brighter future than any gym-biscuit company. Flogging off the OBJ segments would be short-sighted of Danny, who stands to make a lot more with a large percentage of Wellfully, if those segments are retained.
So, Danny being canny seems to operate against a split scenario, and it is Danny's interests which will determine the company's future direction. Other holders are along for the ride and frankly, if he proves to be an absolute gun, which he may well be, that will be alright.
It seems to me, OBJ segments have 3 years to perform well in Wellfully, after which, all the options are open to Danny. Three years is a long time and the performance of each segment should be revealed. There are a lot of exciting things that might happen.
As to how NS is performing - the advisor said revenue was falling due to reduced sales after the business peaked in 2017, but it probably should keep making a profit of about $7 or $8m pa. The latest from the BOD via HC poster is:
"The performance of Export Corporation for FY2019 is reflective of a decline in revenue across the business as a result of less discounting, avoiding retailers whose cost-cutting affected brand positioning, increased pressure on margins owing to competition from house brands and cheaper imported products, and retail price pressure resulting from significant fx movements....we are of the opinion that Export has fared at least as well (if not better) than others."
Not that helpful, for example, 'less discounting' by suppliers, or by NS? Falling at the same or a slower rate than others in the same trouble, in the same industry, is not really a great recommendation, but frankly, no-one is really pretending NS is something that it isn't, but not sharing latest numbers is irritating - fy 2019 finished 7 months ago.
Good to finally know the status of the $20m - no surprise, but why is it so hard to even get told such a basic fact straight up? Does nothing for 'trust', or transparency, or even for presenting their own case.
Buy the shed, fair enough.
Directors buy new shares, always good. 'Alongside other investors' usually means a contemporaneous commitment, not popping up 'alongside', 3 months later, if it still suits.
Apart from the Dorothy Dix question style ('Are directors getting free shares? Is Danny taking control? 'Oh no, Dorothy, not free, not control'...pfffft, too late to expect them to grow some balls and field the real, direct questions.), at least there was finally 'something'.
Well, that's it from me. Happy voting anyone who hasn't already.
Cheers
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