It's Happening C^RT Fans!! - Page 5

indycool · 6 Sep 2003, 23:27 (Ref:710454)

No announcement Friday, no deal yet.

Dov · 6 Sep 2003, 23:36 (Ref:710459)

Thanks for the update, indycool....I don't no what we would do with out you!?

Jay · 7 Sep 2003, 17:29 (Ref:711018)

Well, according to Robin Miller on RPM2DAY (who may or may not know more than Indycool) both sides have agreed on $0.75/share and it now goes to the shareholders for voting. In the meantime, I think they're working on something that would allow OWR to buy Vannini's shares at an above market value price, and thus silence him (not sure about that one though).

Anyway, if Robin's correct, expect a press release or something about it tomorrow.

James Wilkenson · 7 Sep 2003, 17:33 (Ref:711019)

what does "sending it to the shareholders" mean?

Jay · 7 Sep 2003, 17:41 (Ref:711025)

It means that the two sides reached a deal, but the shareholders have the final say.... given that more than 50% of the shares are owned by a few individuals, it is up to them whether it goes through or not. The smaller ones will have to proxy their votes to whomever they feel will represent them.

Hopefully what it means though is that were a month away from an end to financial press releases and the Cart's critics from having an endless supply of fodder.

James Wilkenson · 7 Sep 2003, 17:43 (Ref:711027)

do forsythe and co. get to vote there shares even though they are the bidders?

Flatspot · 7 Sep 2003, 18:27 (Ref:711056)

I beleive Forsythe can vote his original 15% however the shares he bought above the 15% maximum ownership thershold are restricted and will follow the vote of the board of directors. So if the board wants the deal to go through....

Fogelhund · 8 Sep 2003, 01:06 (Ref:711327)

Why on earth would one "special" shareholder get a different deal then the rest? The BoD's job is to maximize shareholder value. Creating a deal at $0.75 is not maximizing shareholder value, unless some special dividend is declared. If there is any truth to this, then the lawyers are going to have a heyday.

macdaddy · 8 Sep 2003, 01:11 (Ref:711332)

The never-ending Silly Season.

Jay · 8 Sep 2003, 01:24 (Ref:711333)

0.75 might be maximizing the shareholder value though if you consider the alternatives... What would get the shareholders more? I can't think of anything... having Cart run out of money would likely result in a much much lower value. As would liquidating the company, once all of the resulting lawsuiting (from promoters, sponsors, etc) were settled. All things considered, $0.75 per share sounds pretty good.

indycool · 8 Sep 2003, 01:29 (Ref:711334)

The $.75 a share is a gamble and a bet. It's a business deal. OWRS is gambling that, A) the shareholders will go for the perceived threat and not understand what money is still in the bank and what liabilities may be attached to it, and B) It can turn it around for $15 million additional to run another season. Time will tell.

Flatspot · 8 Sep 2003, 06:34 (Ref:711401)

Originally posted by Fogelhund

Quote:

Why on earth would one "special" shareholder get a different deal then the rest? The BoD's job is to maximize shareholder value.

Unfortunately there are some shareholders that are willing (and able) to throw money into a good long fight. This is particulary true when the opposition is not in a position to sustain the fight which C^RT is not. The BoD is in a fiduciary capacity to all shareholders and must operate under the "reasonable man" concept.

The BoD is faced with this:

Alternative "A": stay status quo in your business and run entirely out of money within a year and leave the majority of your shareholders with a zero value.

Alternative "B": Accept a buyout proposal from a third party which gives you a value certain that is greater than the zero in alternative "A", but is attached to a time frame and stipulations that all litigation be settled prior to its going through (as the OWRS deal is).

The BoD must make a decision knowing that there is an antagonistic major share holder that is likely to either sue for mismanagement if you pick alternative "A" causing all shareholders to receive the zero value and possibly sooner rather than later or choose alternative "B" knowing that this same shareholder is able to file suit and delay the deal for a length of time long enough for the comapny to run out of money or force the buyer out before it can be heard by the court. The BoD makes this decision also knowing the potential suit can be avoided by cutting a "special deal" for that shareholder in the form of a private transaction.

With the foregoing in mind it is easy to argue that the BoD has a fiduciary responsility to the majority of the shareholders to not only accept altenative "B" but that a "prudent man" would payoff the antagonist to avoid that opportunity from evaporating thereby assuring the greatest final value to the majority of its shareholders.

It sucks but it is the way it is and the way of the business world.

indycool · 8 Sep 2003, 12:11 (Ref:711740)

Good analysis, flatspot......the BoD is in a delicate spot with Vannini and so is its liability insurance company.

vatuloa · 9 Sep 2003, 06:22 (Ref:712659)

For someone to buy out Vannini for more than the .75 it would have to be done prior to the shareholders offer and of coarse if it becomes public there could be court action that would hold everthing up indefinalty this could cause the company into liqudation.

indycool · 9 Sep 2003, 13:45 (Ref:713158)

MPH closed at $.91 Monday.....16 cents over the $.75.

paul-collins · 9 Sep 2003, 14:26 (Ref:713186)

So market valuation and the offer are converging?

Flatspot · 9 Sep 2003, 15:14 (Ref:713230)

I beleive that any private transaction to take out a shareholder like Vannini would come before the BoD takes definative action on the offer. Private transactions are exactly that however and anyone is able to make such a transaction with anyone else at no liability to the other shareholders. All sharholders are able to do the same thing if they can find a buyer and therefore have no cause for legal action. As an example, Forsythe purchased his last shares in a private transaction at $5.00 when the open market was closer to $3.50. Not only that but the BoD took action to allow that purchase, taking him over the max. ownership threshold and no one sued. I don't think anyone will as they are very, very likely to lose and it will only hurt their personal final outcome.

Sometimes you just have to suck it in and take your lumps.

indycool · 9 Sep 2003, 15:20 (Ref:713235)

Flatspot, you're right on that one. The BoD allowed Forsythe to take out Grosveld. Kalkhoven has reportedly been talking to Vannini. I think Vannini will be a little tough to diaper. But I agree that the BoD would be foolish to present a lowball offer to the shareholders without taking care of that first.

MPH was at $.87 this morning at last look, low of $.83, on volume of 38,700 shares.

Tim Northcutt · 11 Sep 2003, 14:32 (Ref:715162)

At 8:30 p.m. on Wed., Sept. 10, CART's Board apporved the sale to the Forsythe Group we all know about for 56 cents per share...the process begins as discussed in the "sale Timeline" thread...

According to the Indianapolis Star this morning, that is the best price CART could hope for given the finanical statements from recent quarters....

Yes...It IS happening....the wheels are in motion

ascarracinguk · 11 Sep 2003, 14:56 (Ref:715188)

great news

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