Friday, March 21, 2014

Stocks DD Cites: Bluemountain updates Taro's shareholders and writes to Taro's Board


Read, understand and consent to the blog's DISCLAIMER here before proceeding to read the article

Bluemountain updates Taro's shareholders urging them to vote FOR 6a and 6b and vote AGAINST 5a and 5b:
http://finance.yahoo.com/news/bluemountain-capital-management-llc-urges-172500265.html
The proxy vote deadline is March 27th.

Letter sent by Bluemountain to Taro's Board asking for a thorough investigation
http://www.bluemountaincapital.com/taro/ExhibitA_March2014.pdf

1. In the letter, Bluemountain requests a thorough Investigation of "interest"(or lack thereof) in ~3.9m shares in the last proxy vote that voted in favor of BOD's recommendations. These 3.9m shares were held at the same brokerage("BBH") that Sun's taro shares were held. Readers may recall Companies law bars any vote having any personal "interest" in the outcome(family, distant relative, friend, acquaintance,affiliate) from being counted as minority. bluemountain is trying to find out the beneficial owners of these 3.9m shares.

2. In the letter, Bluemountain further alleges that the following text in the current proxy are contrary to provisions in company law:
  • Non-indication of voting instructions shall be deemed as a vote in favor of Board of Director's recommendations
  • Non-indication of "interest" shall be deemed as not having "interest"
Top 5 minority shareholders as of 12/31/2013 and number of shares as seen in Whalewisdom. The total num of minority shares outstanding is approx 13m shares.
  • ISZO CAPITAL LP 1,104,068
  • BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC -  676,671
  • HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC - 529,936
  • GREYWOLF CAPITAL MANAGEMENT LP 472,135
  • CONSONANCE CAPITAL MANAGEMENT LP - 263,732

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