July 9, 2008 (3:05p) - Status Report
GW
has announced recommendations supporting the merger transaction with
BAS from two proxy firms -- Proxy Governance and Egan-Jones -- within
the last two days.
Although GW claims these recommendation
represent a "strong validation" that the proposed merger with BAS is in
the best interest of shareholders, this is neither a validation, nor a
convincing argument in the opinion of this publication. The revelations
of these recommendations are considered a fairly weak attempt to
salvage the chances of obtaining GW shareholder approval next Tuesday
(7/15), and by no means change the perception that GW will ultimately
adjourn the shareholder meeting in anticipation of rejection.
Once
again, the only conceivable means by which the companies can assure
shareholder consent for a GW-BAS merger is through an increase to the
current terms of the merger agreement closer to the value of the
Precision Drilling offer.
July 7, 2008 (9:15a) - RiskMetrics Recommends Against BAS Transaction
RiskMetrics
(a.k.a. Institutional Shareholder Services) has publicly announced its
recommendation that GW shareholders reject the BAS transaction at the
July 15 GW shareholder meeting.
In general, RiskMetrics/ISS'
recommendation are of little significance as the outcome in a majority
of its situations of involvement are foregone conclusions. However, in
this case the shareholder vote must be considered tenuous given the
extremely attractive Precision Drilling offer and continued rejection
of the GW Board. In other words, this sort of third-party
recommendation could very easily be the catalyst, or at least one
catalyst, in motivating GW to take action withe respect to the current
BAS deal terms.
As of this entry, there is no substantial
indication that GW shareholders will vote against the BAS transaction
on July 15. This is very likely to change in the coming days as the
Precision Drilling offer is clearly superior than the current BAS
offer. Therefore, it must be presumed that GW is discussing improved
terms from BAS at this time and will adjourn the special shareholder
meeting if BAS refuses to increase its offer to at least approach that
of the Precision Drilling offer.