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CSM - Consolidated Minerals

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Offer is $1.5 and 1.5 TTE shares per CSM share.
So, with TTY in a halt at $1.48, then it puts the value of the bid nominally at $3.72/CSM share. But of course that depends on what value you ascribe to TTY as they were 30c half a year ago. Yes, that IS a long time ago in the current environment and given TTY's very recent change to a producer, but I just needed to point that out. The TTY price could be volatile. But $3.72 is a fair bit above $3 mentioned by The West (would require TTY price to be $1) and the Pallinghurst bid (using Pallinghurst's $2.80, then that equals a TTY price of 87c).
I know what my preference is! Good riddance Rod!
 
The showdown has only started. Whilst Michael Kiernan's bid has thrown ConsMin shareholders a lifeline, it is only the start. I suggest that we vote NO to all deals that are presently on the table.
Gilbertson will not want to walk away empty handed, he tried to steal CSM with baxter and carter's help. Michael Kiernan has his own agenda, he is smart, he is also keeping his ammo dry.
Gilbertson is sure to up the stakes, at which time Kiernan will now doubt bring in the big guns all firing.
So strap in and get ready for the ride.
You have the two biggest guns in the business about to draw on each other. Just sit on the side lines and watch the FUN. The shareprice will only go one way UP.
That's what Vote NO team members want.
Good luck to all CSM holders
 
There is one thing I do not understand.
If TTY is proposing $3.73/ share, why the CSM is trading around $3.19?

I think $3.73 could be the base. pallinghust may also lift its bid to compete with TTY. there is also chance for another bidder coming into competition. GS, or Trust supported by Noble group.

Everyone know CSM is very undervalued now, why the current price is only $3.19?
 
Shareholders own this company, not Baxter OR the board. We demand the right to decide which offer is the better one.
 
I just fired this off. I expect no response, as usual.

Mr. Baxter,

I send this email to remind you that shareholders own this company, not you OR the board. Your basis for rejecting the TTY bid on finance issues did not appear to take into account the debt or dilution the Pallinghurst deal will foist upon us once Mr. Gilbertson starts buying things. You also forgot to work out or mention that our stake in JML is worth some $200M, the sale of which, after tax, would cover half of the $1.50 cash component proposed by TTY.

Regarding the uncertain value of TTY shares, your points are, on the surface, valid. However, I'm sure you and the board must be aware that this is in effect a reverse takeover-the principle assets would be existing CSM assets, so if anything, the deal should be valued on CSM scrip moreso than TTY scrip. And currently CSM is being held back by the threat of the inadequate Pallinghurst bid getting up. You must know that, along with knowing the TTY deal would allow CSM shareholders to retain majority control of the new entity, another difference in the two deals on offer. This deal is immeasurably better for CSM shareholders than the grossly inadequate Pallinghurst deal. I feel however that you also know the TTY deal is bad for you and certain board members, hence your decision to reject this offer. You are again thinking of yourself and not the people you work for-the shareholders. Shame on you.
 
Thanks Sainter and others,

I have copied and pasted your "Mr Baxter" letter (Sainter) and emailed it off to CSM. I wonder if a few more similar emails from other members would get a response???
Hope you don't mind Sainter.

regards
rhen

All that is necessary to break the spell of inertia and frustration is this: Act as if it were impossible to fail. That is the talisman, the formula, the command of right-about-face which turns us from failure towards success. Dorothea Brande
 
a few questions in mind:

1. Can CSM not co-operate and not allow access for due diligence review?

2. Will shareholders have a say whether who we want as new management if take over is immnient? even when the board has rejected the offer.

not surprising ron & company rejected the offer since they'll be out of a job. but who cares anyway. tables have turned. kiernan is back with a vengence.

why did keirnan left in the first place? can anyone fill me in?
 
I think it was to quote 'persue other opportunities with another company', from memory that is, more than likely leave a good company with idiots then come in again later and pick it up cheaper, porkpie
 
Rhen,
No problems mate. Glad to hear you did so in fact. But Baxter I think has thick skin. It would take a bit more than that to perturb him. I do have a speech in mind for the meeting, but I know if I said what I was thinking about the Board and CEO (it involves the CEO and board being able to squeeze into, umm, shall we say tight places on Gilbo's person, because they are spineless) they would turn the mikes off and probably evict me!
My holding in CSM is not that large, but this is a matter of principle. I cannot believe ASX and ASIC sit idly by while a CEO can ride roughshod over shareholders, clearly to benefit himself, and not get called to account.
 
Everyone email Baxter and tell him what you think of him, we have to do our bit, don't be fence sitters. The fireworks are about to start.
Good story

 
ALL CSM SHAREHOLDERS - DEMAND THAT TTY CAN CARRY OUT DD
email rbaxter@consminerals.com.au

Consolidated Rejects Takeover Proposal From Territory (Update4)

By Jesse Riseborough

June 29 (Bloomberg) -- Consolidated Minerals Ltd. rejected an A$849 million ($719 million) cash-and-share takeover proposal from iron ore producer Territory Resources Ltd., favoring a bid from a group led by Pallinghurst Resources Fund LP.

The value of Territory's shares is ``significantly'' lower than their last traded price, and shareholders' interests were served best by pursuing the Pallinghurst-led bid, Perth-based Consolidated's Chairman Dick Carter said today in a statement. The Pallinghurst group this week raised its bid for the Australian manganese and nickel producer to A$642 million.

Pallinghurst Chairman Brian Gilbertson, a former BHP Billiton Ltd. chief executive officer, and Territory Chairman Michael Kiernan are battling for control of 10 percent of the world's high-grade manganese used to harden steel. Shares of Perth-based Territory have risen fourfold this year.

``The proposal from Territory appears to be somewhat opportunistic,'' Macquarie Research Equities Ltd. analysts led by Lee Bowers said today in a note.

Shares of Consolidated fell 5 cents, or 1.6 percent, to A$3.14 on the exchange at the 4:10 p.m. Sydney time close. Territory shares, which are suspended from trading, last traded at A$1.485 on June 22.

``The proposal requires our shareholders to accept Territory Resources scrip at a price which the board believes does not reflect'' Territory's value, Consolidated's Carter said in the statement to the Australian Stock Exchange. Kiernan is a former managing director of Consolidated.

September Shipment

Territory, aiming to start ore shipments in the September quarter, yesterday confirmed it may bid A$1.50 in cash and 1.5 of its own shares for each share in Consolidated. In April, independent expert BDO Consultants Pty valued Territory's shares at between 35 and 39 cents, Consolidated said today. Territory shares have traded below A$1 until this month, it said.

The six-month trading average of Territory shares of 63 cents is a more accurate method of valuing the Territory proposal, Macquarie said. Macquarie has an ``outperform'' rating on Consolidated, with a revised price target of $3.50 a share.

The Consolidated board assessed ``the intrinsic value of Territory Resources shares is significantly lower that its last trading price,'' Consolidated said. ``Therefore the implied value of the proposal would be less than the current Consolidated Minerals share price.''

Due Diligence

Consolidated's rejection of the Territory proposal ruled out any immediate possibility of Territory being able to study Consolidated's finances before formalizing its proposal into an offer, Territory's Kiernan said today by phone.

We want ``the opportunity to do a brief corporate due diligence,'' Kiernan said. ``We will then put a firm proposal setting out all details to the board,'' by July 16.

Some unidentified shareholders had said should Consolidated's board continue to decline the Territory proposal an extraordinary general meeting may be called, according to Keirnan.

The Pallinghurst-led group raised its bid on June 25 and is offering A$1.68 a share in cash plus two shares in a new company for every five Consolidated shares. The bid values the company at A$642 million, up from the previous offer of A$625 million, the group said. Pallinghurst's bid is backed by American Metals and Coal International Inc., and Investec Plc.

Director Resigns

Independent expert PricewaterhouseCoopers LLP reviewed the increased offer and considered it to be ``fair and reasonable,'' Consolidated said today in a separate statement to the exchange.

Consolidated Director Allan Quadrio today resigned from the company to avoid any conflict of interest, Consolidated said in another statement. Quadrio is also managing director of Monarch Gold Mining Co., a company associated with Kiernan, the statement said.

Territory's partners in a possible bid include Hong Kong- based Noble Group Ltd., Lehman Brothers Holdings Inc. and DCM Decometal International Trading GMBH, the company said yesterday.

Territory is being advised by Argonaut Ltd. and Lehman Brothers' Australian unit Grange Securities Ltd. Consolidated is being advised by JPMorgan Chase & Co. and Pallinghurst is being advised by Deutsche Bank AG.
 
The Pallinghurst led consortium can probably raise the cash part of their offer to $2,00, as this does work out to what their new partner in the consortium could add. Taking it that they would add 50% to the original cash offer.

How strong is the bid by Territory? The market appears to see it as a weak option and the Territory share halt continuing does point to a fear of a big plunge in the stock price. Would their shareholders back it?

http://www.territoryiron.com.au

The market cap. of TTY is about $240 million at $1.48.
 
noirua,
It is just wishful thinking. Gilbertson and his mates will be giving nothing to ConsMin for nothing. If they fold in any assets, they will be at a premium.
They'll own 60% and no-one can complain.
Best say NO to Gilbertson and NO to TTY.
Tell them both to up the price.
Read the latest Ryan's Notes and you'll see why.
I have posted part below, this is an industry report, not available to the public.

The battle for Australia’s Consolidated Minerals (CSM)
has finally broken into the open. After Pallinghurst
Resources increased its bid for CSM early last week based
on higher manganese prices, Territory Resources, headed by
Michael Kiernan, the old CEO of CSM, launched his longawaited
counterbid. The proposal is valued at A$3.73 per
share, comprising A$1.50 in cash and 1.5 Territory shares at
its last closing price of A$1.485. This represents a premium
of 42.3-50.3% based on the independent valuation of
Pallinghurst’s proposal. The proposal, however, isn’t a firm
bid and is subject to the completion of due diligence before
a formal bid is announced.

If and when Territory makes its formal bid on July 16, the
company might forgo the cash component and offer a
straight share deal for swapping its stock with CSM.
An investor group that includes the Noble group, DCM
DECOmetal and Lehman Brothers supports the Territory
bid. Noble and DECOmetal independently hold approximately
12% of CSM. More importantly, the two companies
account for 75% to 80% of CSM’s manganese sales and
100% of its chrome ore sales. “No one else is in a better position
to know the value of CSM’s assets,” one analyst opined.
In addition, Noble already owns about 13% of Territory.
However, CSM’s board, which has always been a strong
supporter of Pallinghurst, immediately said that that it did
not intend to pursue Territory’s proposal because it creates
significant risk and uncertainty for its shareholders. “The
proposal requires our shareholders to accept Territory
Resources scrip at a price which the Board believes does not
reflect territory’s underlying intrinsic value.”
CSM's Board also pointed out that an independent expert
changed its finding after Pallinghurst increased its offer, and
now considers that, in absence of a superior bid, the share
scheme is both fair and reasonable.
A group of shareholders are upset about the CSM’s Board
apparent unconditional support for Pallinghurst’s bid, and a
few believe that Territory’s bid is superior. “CSM’s management
is looking for a way to give Pallinghurst the company,”
one critic said, “and it certainly doesn’t want to see CSM go
back to Kiernan. Pallinghurst’s bid basically offered the
shareholders a little money and a minority (40%) interest in
a company that the shareholders already own. In the US,

there would be a shareholder’s suit.”
However, supporters of Pallinghurst said that its bid
offered more upside potential for shareholders and a willingness
of the new owners to invest in the company. Because
the two sides are so opposed to each other, the battle is
expected to be long and costly.
With the company in play, analysts are already speculating
that a third, larger mining company might make an all cash
offer. “Both bids are flawed,” one analyst suggested.
The ball is now in Pallinghurst Resources’ court. Early last
week, Pallinghurst increased its takeover price for
Consolidated by A$0.30 per share to A$1.68 and will give
two shares in the new AX listed company for every five
CSM shares held. According to Pallinghurst, the new offer is
valued at A$2.82 per CSM share, representing a 30 ¢ increase
and a 25.2% premium to the last traded price of CSM prior
to the announced takeover.
In the midst of a takeover battle, CSM advised shareholders
of higher manganese ore prices, but was very conservative
on the financial implications of the higher prices. The
Australian miner said that it expects the average price
received for manganese lump ore for fiscal 2007 to be
approximately $2.32 per dmtu, f.o.b. (the equivalent average
c.i.f. price is $3.12). This compared to the previous guidance
of $2.30. The change reflected “stronger prices for recent
shipments, resulting in an average price for the second half
of fiscal 2007 of approximately $2.65 per dmtu, f.o.b., compared
with the previous guidance of around $2.50 for the
same period.”
Kermas, Tata, SinoSteel interested in Mn
CSM’s Director, Rod Baxter said: “Landed manganese
prices for lump ore shipments to China between August and
October have been confirmed in the range of $7.25 to $7.50,
c.i.f., representing just over double the average price
received for the second half of fiscal 2007 of $3.35 per mtu
c.i.f. We are currently in the process of finalizing formal contracts
for these sales.
The landed manganese price (c.i.f.) includes insurance,
agent commissions and freight costs. The equivalent net
price to the company (f.o.b.) for shipments from August to
October is expected to be as much as 140% over the average
received price for the second half of fiscal 2007. The net
price received by the company, in Australian dollars, will
depend on freight rates and exchange rate movements.”
CSM’s management said that while there were positive
economic factors””the significantly stronger short-term outlook
for manganese, strong demand and robust price for
chromite, and the value of CSM’s listed investments have
increased””there were also negative factors. These include
that the spot nickel price has fallen 28% since the day of the
takeover announcement, lower nickel production by CSM,
significant capital investment will be required to keep manganese
production up, a stronger Australian dollar and higher
freight rates.
As the world’s last and largest independent manganese
miner with a high-grade deposit, CSM is considered a prize.
“If you can control the ore, you control manganese,” one
analyst pointed out. “Privat’s takeover of Ghana Manganese
changed everything. Now the fully integrated producers are
on top, with CSM the only plum left.”
CSM isn’t the only thing Michael Kiernan is interested in.
His latest company, Territory Resources signed a heads of
agreement with Wadi Al Rawda Industrial Investments, a
Dubai-based private primary, and Weatherly International,
an AIM-registered mining and processing group in southern
Africa to evaluate the Tamboa manganese deposit in Burkina
Faso. Wadi has the mineral rights and Weatherly and
Territory will acquire a 72% interest in the Tambao project
and carry out a bankable feasibility study. Territory will
spend $100,000 on the pre-feasibility study, which should be
completed in four months, and if favorable, Territory and
Weatherly will fund an additional $350,000 over the next 18
months for metallurgical testing. The Tamboa deposit could
contain 19-million mt of ore grading 51.45% Mn. Kiernan
said Tambao could produce 500,000 mtpy within the next
three-to-five years.
A few potential partners, including Tata, SinoSteel, and
Kermas are actively courting Kalagadi Manganese. As one
of South Africa’s newest manganese miners, Kalagadi said
that interested parties would receive confidential information
that will allow them to submit development proposals by the
end of July. “Some of the companies are quite aggressive in
their approaches,” one insider said. “They definitely want a
piece of the action.”
In order not to dilute the project, if Kalagadi decides to add
a partner, it would use the partner’s money to expand the
project to 3-million mtpy of ore as well as fast track the sintering
and smelter project (Ryan’s Notes, June 25, p1).
Kalagadi Manganese is 20% owned by the IDC and 80% by
Kalahari Resources. However, some investors in Kalahari
feel the company should do its own IPO and list rather than
find an outside partner.
India’s MOIL has officially announced of the first of three
possible manganese alloy plants (Ryan’s Notes, June 25, p1).
The three-furnace, 100,000-mtpy plant will be a joint venture
with SAIL and produce 70,000 mtpy of high-carbon ferromanganese
and 30,000 mtpy of silicomanganese. The
smelter will be around Bhilai.
Felman Production’s suit against Boris Bannai seems to be
stuck in legal limbo. Bannai’s attorneys received the court’s
permission to withdraw from the suit claiming that there was
a breakdown of the attorney-client relationship and more
importantly Bannai failed to pay any legal bills. Bannai
maintains he doesn’t have any money, while Felman
believes that he gets considerable income from a Polish steel
mill that he controls through his family.
 

I think they know how much CSM worth at the very beginning, but they are just too greedy. they want to benefit as much as they can at the minimum cost. could you pls tell me why they would probably increase their cash part bid to $2 ?
 
ta2693 said:
I think they know how much CSM worth at the very beginning, but they are just too greedy. they want to benefit as much as they can at the minimum cost. could you pls tell me why they would probably increase their cash part bid to $2 ?
Click to expand...

Hi ta2693 and everyone, Thanks to rimtalay, we can increasingly see the real agenda of the Pallinghurst Consortium. That will be the formation of a large "Consmin" that may go straight into the ASX 100, even if that means having 101 stocks for a while.
CSM seem to be the major link, and Gloucester Coal, Felix Resources and a few other companies, may add to a large presence in the Hunter Valley.
AMCI also have interests with Aquila Resources that could be added to the pot.
There is also the chance that Western Plains Resources could be a future Consmin interest. Felix Resources ( through 90% owned subsiduary S.A.S.E.) having a share interest and royalties on iron ore production in South Australia.
 
I too have just written to Baxter, and taken a different angle... i.e.

Dear Mr. Baxter,

Hello from the UK, and a *substantial* UK investor in CNM (CSM).

I guess things are rather stressful with current developments, but hope you will reflect on this - my request for injecting some balanced reason and fairness into the future of CNM. Your professional standing, your wider reputation, and my and other investments in CNM all depend upon it.

I won't delabor here the details and financial considerations of why the deals on the table are a shambles, as you know the *facts* better than anyone else. But even from what is in the public domain I conclude that you really should think again about your outright rejection of the TTY bid. I ask you to look in the mirror, and do whatever really is best for your bosses - the investors. You have it in your power to come out of this the hero, and not the villian...

The world IS watching!
 
Announcement out this morning:


So, with TTY at $1.20-$1.30, this values CSM at $3.20-$3.30 for the cash/scrip alternative, or $3.60-$3.90 for the all-scrip alternative.

But TTY still need access to CSM's books; and Mr. Baxter is not going to let that happen.
 

This TTL bid looks very fragile. It's a bit like South Australia bidding to takeover the rest of Australia by offering shares in South Australia.
 
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