Oct. 23, 2009 (Canada NewsWire Group) --
TORONTO, Oct. 23 /CNW/ -- Jaguar Financial Corporation (TSX: JFC) ("Jaguar" or the "Company") today criticized the directors of Canadian Royalties Inc. (TSX: CZZ) ("Canadian Royalties" or "CZZ") for their failure to obtain a fairness opinion from BMO Capital Markets ("BMO") for the holders of CZZ debentures (the "Debenture Holders") on the revised offer ("Revised Offer") by Jien Mining Canada Ltd. ("Jien"). Jaguar also questioned how the CZZ directors discharged their fiduciary duties owed to Debenture Holders.
Fiduciary Duty to Debenture Holders Publicly Recognized by CZZ Directors
in Original Offer
In the press release dated August 11, 2009, the CZZ Board recognized its fiduciary duties owing to the shareholders of CZZ (the "Shareholders") and the Debenture Holders in the original offer ("Original Offer") by Jien as follows:
"Consistent with its fiduciary duties and after receiving the Special
Committee's report and recommendation, the Company's Board of Directors
will carefully review and consider the Offers and will advise Canadian
Royalties shareholders and debentureholders of the Board's
recommendation..."
The CZZ Board repeated its recognition of fiduciary obligations to both the Shareholders and the Debenture Holders in its August 25 press release, which stated that the Original Offer was "not in the best interests of Canadian Royalties Securityholders". The term "Securityholders" was defined to mean both the Shareholders and Debenture Holders of CZZ.
In the September 8 press release, the CZZ Board stated that it adopted the Rights Plan "to ensure fair treatment of all Canadian Royalties' securityholders in connection with any take-over bid", again securityholders referring to both Shareholders and the Debenture Holders.