Taseko proxy contest cancelled as activist shareholder support fades
TORONTO (miningweekly.com) – A special meeting of Taseko Mines shareholders to decide on proposals brought forward through a special meeting request by activist shareholder Raging River Capital (RRC), which was scheduled to take place on Tuesday, has been cancelled at the eleventh hour, as support for the dissident motions faltered last week.
"Despite having the significant support of a majority of shareholders not associated with Hunter Dickinson and the conflicted directors, we have determined that we will fall short of the 66 and two-thirds threshold required under British Columbia law to remove the conflicted directors. As such, we have withdrawn our current special meeting requisition," stated RRC managing partner Mark Radzik on Friday in a press release.
TSX- and NYSE MKT-listed Taseko on Monday confirmed that the special meeting of shareholders set for Tuesday was now cancelled.
As for the announced proxy cut-off time of 10:00 am Pacific Time on Friday, more than half of Taseko shareholders had voted the yellow proxy, with over 94% of the shares voting against RRC’s proposals, Taseko advised.
“Taseko shareholders quickly saw through RRC, as did independent proxy advisers Glass Lewis & Co and ISS [Institutional Shareholder Services], which both recommended voting against RRC,” Taseko stated.
The only shareholder who had publicly supported RRC announced on May 4 that, upon further review, it would no longer support RRC.
RRC asserted on Friday that it would continue to pursue an oppression lawsuit with regard to Taseko’s acquisition of Curis Resources in 2014, more than a year before RRC owned any shares.
“RRC’s allegation is entirely without merit and Taseko will vigorously defend itself, just as Taseko and its officers have done [with regard to] RRC’s other reckless and unwarranted tactical attacks during the proxy fight,” Taseko said.
‘MISLEADING NATURE’
Last week, the US District Court for the District of Columbia ordered dissident RRC and related defendants to file an amended Schedule 13D to fully disclose their purpose for acquiring Taseko’s senior notes.
Judge Gladys Kessler opined on the “misleading nature” of RRC’s disclosure and criticised RRC’s “reticence in disclosing information and failure to even disclose their purchase (or intention to purchase) of the notes in their first Schedule 13D.”
Specifically, Kessler found that RRC’s explanation of why it acquired Taseko bonds – something they only did after Taseko complained to the court – “does not sufficiently communicate to investors their intentions”.
Kessler also found that the evidence indicated that RRC’s “interest may not be fully aligned with those of the shareholders” - a finding that had confirmed what Taseko had articulated from the outset, the company advised.
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