Dickenson, Kam-Kotia shares at centre of legal dispute

The shares in question — 507,000 B shares of Dickenson and 987,800 common shares of Kam-Kotia — have been the property of Pamour Inc. (TSE). According to Corona, Pamour has agreed to sell both blocks of shares to Corona.

In a lawsuit filed in the Supreme Court of Ontario, Toronto-based investment management firm CSA Management Ltd. claims it has an agreement with Pamour and Pamour’s Australian parent Giant Resources, under which CSA would receive the two blocks of shares in exchange for its holdings of 500,386 shares of Pamour and 3,033,117 shares of Pamorex Minerals (TSE), Pamorex being the exploration arm of Pamour.

According to CSA, negotiations concerning the transfer of shares began Nov 21, 1988.

Towards the end of January of this year, Corona made public it was proposing a takeover bid for Dickenson and Kam-Kotia. Shortly thereafter the company announced Pamour had agreed to sell its Dickenson and Kam-Kotia shareholdings to Corona.

Corona, whose offer to purchase all outstanding B shares of Dickenson for $7.15 per share and all outstanding Kam-Kotia shares for $2.50 each expires March 7, has called the CSA action a “frivolous lawsuit.”

Corona President Peter Steen said it was his company’s understanding any discussions between CSA and Pamour were non-conclusive at the time Pamour agreed to tender its shares.

Giant Resources, Pamour, Corona and a Corona subsidiary are named in the lawsuit. Dickenson and Kam-Kotia are also named, but in their cases there is no allegation of wrong-doing and no damages are sought.

In other news, Corona says it will oppose the complaints of Dickenson and Kam-Kotia to the Ontario Securities Commission (OSC).

Dickenson has applied, in part, to the OSC for an order directing Corona to make a formal bid for all of the A shares of Dickenson at the same price as the B shares, while Kam-Kotia wants the OSC to rule on whether Corona violated early warning disclosure requirements of the Ontario Securities Act in its bid for Kam-Kotia shares.

The boards of directors of both Dickenson and Kam-Kotia are recommending voting against the Corona offers.

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