Scion Capital Asks Court to Block Gold Fields From Voting Bolivar Gold Shares Acquired in Violation of Securities Act
January 09 2006 - 1:41PM
PR Newswire (US)
CUPERTINO, Calif., Jan. 9 /PRNewswire-FirstCall/ -- Scion Capital,
LLC announced today that it has commenced an application with
Ontario Superior Court requesting a ruling that Gold Fields Limited
(NYSE:GFI) has violated Ontario securities laws in its recent
purchases of 5,186,000 shares of Bolivar Gold Corp. (TSX: BGC)
(TSX: BGC.TO). The application seeks an order prohibiting Gold
Fields from voting these shares at the January 12 meeting of
Bolivar securityholders regarding the proposed acquisition of
Bolivar by Gold Fields at $3.00 per share. Scion Capital believes
that, as a result of voting agreements between Gold Fields and
Bolivar's management entered into as of November 21, 2005, Gold
Fields has controlled and, pursuant to Ontario law, been deemed to
own more than 20% of Bolivar's shares since that date. Therefore,
any subsequent purchases by Gold Fields should have been made in
accordance with the take- over bid rules that regulate how large
shareholders may enhance their control of a company. Scion Capital
is opposed to Gold Fields' proposed acquisition of Bolivar which
Scion Capital's analysis has determined to be significantly
undervalued and not in the best interests of Bolivar
securityholders. "We have been looking forward to a fair vote on
Gold Fields' offer," said Michael Burry, Scion Capital's President.
"However, we are deeply concerned that Gold Fields has been
improperly buying votes in the market to achieve its goal of
pushing through the proposed plan of arrangement." "Had Gold Fields
sought to acquire Bolivar by a take-over bid, it would have had to
pay market value for Bolivar's shares, taking into consideration
the recent gold rally and clarification of Bolivar's status in
Venezuela, including the confirmation on Friday of Bolivar's good
standing with the Venezuelan government," Dr. Burry said. "Instead,
Gold Fields has structured the proposed transaction to effectively
cap Bolivar's share price at $3.00, giving Gold Fields the ability
to buy additional shares in the market at prices that do not
reflect these positive developments." By filing its application,
Scion has brought the fundamental unfairness of these purchases and
the violation of applicable securities laws by Gold Fields to the
attention of the court. Scion's position is that at the minimum
Gold Fields should be barred from voting at the meeting any shares
it acquired in violation of the securities laws. About Scion
Capital Based in Cupertino, California, Scion Capital, LLC is an
investment advisory firm founded in 2000, with current assets under
management in excess US$750 million. Scion Capital seeks to make
long-term investments in companies it identifies as having value
that has not yet been recognized by the market. It employs a value
oriented investment strategy across many public and private
industries, markets and investment opportunities. Scion Capital is
Bolivar's largest shareholder with holdings of 21,676,400 shares
representing approximately 19.14% of Bolivar's outstanding common
shares. Scion Capital's Dissident Circular is available at
http://www.sedar.com/ and at http://www.scioncapital.com/.
DATASOURCE: Scion Capital CONTACT: investors, Steven A. Druskin,
Chief Legal Officer of Scion Capital, LLC, +1-408-441-8400; or
Mackenzie Partners Inc., 1-800-322-2885 (toll-free), or
+1-212-929-5500 (collect); or media, John Lute of Lute &
Company, +1-416-929-5883 Web site: http://www.scioncapital.com/
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