SLR 2.72% $1.51 silver lake resources limited

Just going to add the points that they say reasons in favor and...

  1. 117 Posts.
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    Just going to add the points that they say reasons in favor and not in favor and whether or not they're points I think worth considering or not.
    Not in favor
    1."You may disagree with the unanimous recommendation of the SLR Directors or the
    conclusion of the Independent Expert in relation to the Scheme"
    [✔](See last point 1[ ])? Honestly this feels like they just made up a reason for why people should vote no because they didn't want people to vote no... like it is the OPINION of the BoD to vote yes... That doesn't mean their opinions align with regular shareholders or anyone else. I.e This is what Luke gets if the merger is pushed through, "(1) If the Scheme Resolution is passed by the Requisite Majorities at the Scheme Meeting, 2,632,659 SLR Performance Rights held by Mr Luke Tonkin will vest and be exercised into SLR Shares, which, if the Scheme is implemented, will be acquired by RED in exchange for the issue of 9,040,551 New RED Shares on the Implementation Date. Based on the closing price of RED Shares as at the Last Practicable Date of $0.43 per RED Share, the value of these New RED Shares is approximately $3.887 million. SLR Shareholders should note that Mr Luke Tonkin has entered into escrow restrictions in respect of 1,063,420 SLR Shares that will be issued to him as a result of vesting and exercise of his SLR Performance Rights (and will apply to the 3,651,784 New RED Shares issued to Mr Luke Tonkin in respect of those SLR Shares upon implementation of the Scheme). The escrow restrictions apply until 30 June 2025; (2) In addition, as at the Last Practicable Date, Mr Luke Tonkin owns or controls 764,186 SLR Shares which, if the Scheme is implemented, will be acquired by RED in exchange for the issue of 2,624,215 New RED Shares. Based on the closing price of RED Shares as at the Last Practicable Date of $0.43 per RED Share, the value of these New RED Shares is approximately $1.128 million; and (3) If the Scheme is implemented, Mr Luke Tonkin will be appointed as Managing Director and Chief Executive Officer of the Merged Group on the terms summarised in section 8.4(c). Mr Luke Tonkin’s total fixed remuneration, inclusive of superannuation, will be $1.064 million." I mean obviously he would vote yes when he literally gets like what approximately 5mil for pushing the deal through on top of a renumeration of 1mil a year. Funny how he's only got 764,186 SLR shares though, doesn't seem like he has much of a vote/stake prior to the merger going through... 1. [I do agree with the independent expert that in absence of a superior proposal that this is a decent deal but has the BoD even been negotiating with Red or are they just sitting on their thumbs waiting for the deal to go through for kickbacks? A superior offer isn't going to pop out of thin air without any work on their part...]
    2."The exposure of SLR Shareholders to SLR’s assets is diluted in the Merged Group Section 2.10
    The Scheme may change the risk profile for SLR Shareholders compared to SLR as a
    standalone entity"

    3."You may consider that a SLR Superior Proposal may materialise in the future were
    SLR to continue as an independent company"

    4."The potential tax consequences of the Scheme may not suit your current financial
    position or tax circumstances"
    So this relates back to point 8. In favor that I posted above. If scrip on scrip is secured then I don't think there will be any tax consequences that are different to the ones that you currently facing prior to the merger, which would be the best case scenario. Worse case scenario the scrip on scrip CGT is not secured triggering a forced CGT event for all SLR holders upon the event of a merger.
    5."The exact value of the Scheme Consideration is not certain and will depend on the
    price at which RED Shares trade on ASX after the Implementation Date"
    ?✘ I mean this is basically saying nothing at all, like it says we don't know what the price of the SP will until after the merger like uhhh thanks captain obvious, you don't say.

    Overall I find it odd that they don't mention any of the things that have been mentioned by many different people on here...Not sure who wrote the document, did the "independent expert" just so happen to overlook all these things like earning differences, hedge differences, gold prices among other things??? There are a lot more and better potential reasons for why people might not want a merger than the ones they've listed. If all the actual "Not in favor" reasons where to be listed, the cons would definitely outnumber the pros... I would still say overall the pros outweigh the cons though.

 
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