This is part of a post from "Holymagimon" on OIP that may be of...

This is part of a post from "Holymagimon" on OIP that may be of interest to UMC shareholders.
Now, for a scheme of arrangement to succeed, the company has to call a General Meeting, and I refer you to this site for further clarification:

http://www.findlaw.com.au/article/8920.htm

The important facts to consider are these:

• a set date. Either shareholders and the court approve the scheme, in which case, the acquirer will obtain 100 per cent of the target or the scheme is not approved and the bidder gets nothing.

This means that if shareholders approve, then the minority shareholders will have to accept the majority’s approval and consent to the merger.


• Thresholds to reach 100 per cent: Under a scheme, in order to obtain 100 per cent of the target, a bidder needs a majority of shareholders by number present and voting at a general meeting who represent 75 per cent by value of the shares present and voting to approve the scheme. By contrast, under a takeover bid, the holders of at least 90 per cent of shares must take positive action to accept the bid before the outstanding minorities can be compulsorily acquired.

This is very interesting. There are 2 parts to this, the 2 parts being:

1st part: the MAJORITY of shareholders PRESENT BY NUMBER at the General meeting have to approve, and

2nd part: the shareholders who approve have to have 75% BY VALUE OF THE SHARES PRESENT to approve the scheme

So, if enough shareholders go to the general meeting and the majority of shareholders present vote against the scheme of arrangement, then the 2nd part of the requirements will not even have to be considered, and the scheme of arrangement will be dead in the water.

And if the majority of shareholders present at the General Meeting vote to approve, then they have to have at least 75% of the total value of shares present at the meeting to carry the Scheme of Arrangement over the line.

So if there are any who disapprove of the proposal, then I am sure they will turn up at the General Meeting to vote against it, and maybe partake of a nice cup of free tea."
Some ideas to think about regarding UMC if shareholders are still interesting in mining Railway.
Regards
Buffett