possibility of take over.scenario?, page-6

Aricle about the nature of Pala....


The curious case of the reclusive, resource-hungry Russian
ANDY HOFFMAN AND PAUL WALDIE


00:00 EDT Friday, June 05, 2009
In the spring of 2008, the head of Neo Material Technologies Inc. NEM-T was on a European business trip when he took a detour to Switzerland in search of a mysterious Russian billionaire.

Constantine Karayannopoulos made his way to the tax-friendly enclave of Zug and entered the sleek, modern offices of Pala Investments AG, which manages investments for Vladimir Iorich. Through his indirect ownership of Pala Investments Holdings Ltd., Mr. Iorich had amassed a near 20-per-cent stake in Toronto-based Neo.

Neo's chief executive officer hoped to meet his company's largest shareholder, but Mr. Iorich, a former Russian steel magnate, declined to take the meeting and remained ensconced behind glass walls.

"I saw him as I walked by his office," Mr. Karayannopoulos recalled. "He was in his office but I didn't have a chance to meet him ... I don't know enough about the gentleman."

Mr. Iorich's shyness stands in contrast to the vociferous actions of his $1-billion investment fund.

As the commodity sector imploded over the past year, Pala has engaged in a series of bitter skirmishes with several TSX-listed and Canadian-based resource companies in which it has invested, including Neo.

Pala often turns activist, launching hostile takeover bids and heated proxy battles. It has publicly denounced management teams and demanded board seats. The 50-year-old Mr. Iorich, however, has remained silent throughout Pala's various battles. (The media-shy oligarch declined requests for an interview.)

Less than a year after Mr. Iorich turned down the meeting with Neo's CEO, Pala launched a partial takeover bid for the company, which produces rare earth metals used by the automotive and electronics industries. Pala offered to buy an additional 23 million Neo shares, which would have increased its holdings to more than 40 per cent, giving it de facto control. Neo successfully fought off the partial bid after investors approved a new shareholder rights plan and the Ontario Securities Commission upheld the defensive move foiling Pala's offer.

But Mr. Karayannopoulos expects Pala to make another try to increase its control over Neo. "I don't know what the end game is," he said.

Critics and targets of its aggressive tactics complain that Pala is taking advantage of the market downturn and battered share values by zeroing-in on vulnerable companies to buy valuable assets on the cheap.

"There is no question they have very good legal advice and they are smart. They are very good vulture opportunists," said David Copeland, Vancouver-based chairman of TSX-listed Rockwell Diamonds Inc., RDI-T which is engaged in a proxy battle with Pala.

After gaining a near 20-per-cent stake in Rockwell, which operates alluvial diamond mines in South Africa, Pala launched a hostile takeover bid for the company last year, but abandoned the offer amid the market meltdown last fall. Mr. Copeland said that, in a conciliatory move, Pala was then offered a seat on the board and the right to select two independent directors.

Soon after, Pala launched the proxy fight and a slew of public attacks against Mr. Copeland and the company's management, accusing them of "flip flops" and of acting to the detriment of the shareholders' interests. Rockwell shareholders will vote later this month on Pala's proposal to oust three of the company's executive directors, including Mr. Copeland.

"I believe their overall game plan is to solidify and take control of the public company. Once you've done that, that gives you a lot of flexibility to entertain a number of scenarios," Mr. Copeland said.

Pala representatives in Switzerland, including managing director Jan Castro, say the actions of Mr. Iorich's fund are designed to increase returns for all shareholders. "We're a long-term value investor. We look for opportunities where we can drive long-term value," Mr. Castro said in an interview.

Mr. Castro is one of at least a dozen executives, several of whom are Canadian, working at Pala and advising Mr. Iorich's $1.7-billion worth of investment funds.

Mr. Iorich is perhaps best-known as the former head of Russian steel giant Mechel Group. One of its key assets is a steel mill in western Siberia purchased from Zug-based Glencore International AG. Mr. Iorich was named CEO in 2004 and the Russian company listed shares on the NYSE.

In 2006, Mr. Iorich announced plans to sell his stake in the company, about 42 per cent, to Mr. Zyuzin. Mr. Iorich is understood to have made about $1.4-billion on the deal.

He created Pala around that time. In addition to its contentious investments, it has also quietly invested in other resource-related Canadian firms such as Gemcom Software and Norcast Income Fund. Both companies were taken private.

Indeed, Pala has not proven an adversarial shareholder with all of its investments. The head of Colorado-based Anatolia Minerals Development Ltd., ANO-T a junior gold miner listed on the TSX that is developing a mine in Turkey, says Pala has been a supportive shareholder and that Mr. Castro has proven a strong board member.

"Pala's focus is all about shareholder value. They invested in Anatolia with the expectation they are going to make money," Anatolia CEO Ed Dowling said in an interview.

Like officials at many other Pala holdings, however, Mr. Dowling has never met Mr. Iorich.

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Pala's global holdings

Some investments Pala Investments Holdings Ltd. has made since its launch in 2006:

Alderox Inc.: California-based maker of asphalt products, trades on Nasdaq

Anatolia Minerals Development Ltd.: Turkish gold miner, trades on Toronto Stock Exchange

Avoca Resources Ltd.: Australian gold company, trades on Australian Stock Exchange (ASX)

Boart Longyear Group: Utah-based drilling company, trades on ASX

Churchill Mining PLC: British-based coal mining company, trades on London's Alternative Investment Market

Coalcorp Mining Inc.: Colombian coal miner, trades on TSX

Crowflight Minerals Inc.: Toronto-based nickel miner, trades on TSX

Foraco International SA: French drilling company, trades on TSX

Neo Material Technologies Inc.: Toronto maker of magnetic powder, trades on TSX

Rockwell Diamonds Inc.: South African diamond company, trades on TSX

Winstar Resources Ltd.: Calgary oil and gas company, trades on TSX

Andy Hoffman

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