Scion keeps slugging

Scion Capital won’t give up the fight.

Despite a joint Bolivar Gold (BGC-T) and Gold Fields (GFI-N, GFI-J, GOF-L) statement saying Scion will not proceed with its hearing before the Ontario Superior Court, California-based Scion says it will.

“There will be no hearing tomorrow but we’re not abandoning it,” says John Lute, a spokesman for Scion.

The hearing – originally set for Tuesday, Jan. 17 – is to deal with 5.2 million Bolivar shares bought by Gold Fields after it announced its proposed acquisition of the Toronto-based junior. Scion argues the purchase of the shares constituted a takeover bid, but they were not purchased in conjunction with takeover rules.

Scion wants votes associated with those shares to be disregarded in the Jan. 12 vote over the deal that the company vehemently opposed.

Approximate voting tabulations from the shareholders’ meeting indicate Bolivar and Gold Fields secured enough “yes” votes to approve the transaction even without the disputed 5.2 million shares, but Scion is awaiting official numbers from a third-party transfer company.

Lute did not say when the new court date was set for.

Even if the official count verifies early estimates, Lute says Scion will proceed with the hearing based on “other issues.” Those issues are connected to Scion’s complaints outlined in its Dec. 21 dissident circular – mainly that the Gold Fields offer doesn’t reflect the true value of the Bolivar’s Choco 10 project in Venezuela.

In addition to its case with the Ontario Supreme Court, Scion plans to make its opposition known in the Yukon’s Supreme Court. The Yukon court will decide if the Gold Fields and Bolivar deal will get its final approval, and is scheduled for Thursday, Jan. 19.

Lute says not only Scion, but other dissenting shareholders will be in Yukon for the court date, and will argue against some 4 million shares that were allowed to vote on the deal despite being purchased after the date of record. It is not currently known who owns those shares. Early indications are that they were allowed to vote because they were warrant conversions.

In all, the Bolivar and Gold Fields deal received 77% approval from shareholders for the offer of C$3.20 per share.

The day before the vote, Gold Fields sweetened its offer by 6.7% for common shares, adding about US$30 million to the price tag.

In an interview with Reuters, Gold Fields’ spokesman Willie Jacobsz was confident of Yukon court approval.

“We’re not concerned about it because we know that we’ve stuck to the rules and regulations,” Jacobsz said.

“We are sure the (Yukon) court will also take into account the support we received from the vast majority of Bolivar shareholders,” he said. “Clearly, Scion is alone in the position it holds about this transaction.”

Lute challenged the idea of Scion’s being alone in its opposition.

“We don’t agree,” Lute said from his Toronto office. He says Bolivar and Gold Fields will learn of other opposition first-hand once proceedings get under way in the Yukon.

In a press release, Scion’s president Michael Burry continued with the strong rhetoric that has defined the dispute to date.

“The questions and concerns we raised before and at the Bolivar meeting have not been properly addressed,” Burry said.

Bolivar was not immediately available for comment.