Thought the fight for control of Baja’s board couldn’t get uglier? Read on
Mount Kellett Capital Management on Friday accused 20%-owned Baja Mining (Mount Kellett owns 19.9% of Baja) of filing a “baseless,” “tactically motivated” and “unfounded” complaint with the British Columbia Securities Commission the day before.
“This filing is entirely without merit and is nothing more than a transparent attempt by Baja to use frivolous legal proceedings to distract Baja shareholders from the real issue at hand: the self-dealing and web of conflicts of the management and board of Baja,” Mount Kellett said in a statement released Friday.
Baja Mining is fighting attempts by Mount Kellett, a $6 billion asset manager, to stack the miner’s board with its own nominees and expand the number of independent directors.
Yesterday’s complaint by Baja centred on Mount Kellett’s “failure to file early warning and insider trading reports” in 2011 after it bought in excess of 10% of Baja’s shares. Baja accuses Mount Kellett of choosing “a less transparent form of disclosure as part of a stealth strategy to acquire control of Baja without paying a premium to all shareholders.”
The whole issue came to the fore in January after a letter sent by Mount Kellett that tells of “a prevailing culture of nepotism” and “a lack of independence in critical decision making” at Baja.
Reports at the time suggested the accusation of nepotism is related to Baja CEO John Greenslade’s daughter, who works as the corporate secretary of Baja.
A special shareholders’ meeting is set for April 3 to vote on the new board composition.
Baja, worth $320 million on the TSX, is building a 70%-owned copper-cobalt mine in Mexico for $890 million which should start production early next year.
Baja was up a penny at 95c in Toronto on Friday and the stock has advanced 18% so far this year.
Stock discussion boards have been buzzing about the whole saga, taking sides and fighting battles on behalf of both sides for months now.
Below is an interview with John Greenslade on Face the Analyst by Investment Pitch, but the issue of Mount Kellett is not broached.
Image by Patrick Tuohy / Shutterstock.com
An earlier version of this post incorrectly stated that John Greenslade’s daughter Denby Greenslade works as corporate secretary for Baja Mining. Kendra Low (nee Greenslade) is Baja’s secretary. Denby Greenslade is the corporate secretary and interim CFO of Catalyst Coppper, a separate company also headed by John Greenslade. MINING.com regrets the error.
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4 Comments
oc
Your article is very badly written.
You say:
“Mount Kellett Capital Management on Friday accused 20%-owned Baja Mining of filing a “baseless,” “tactically motivated” and “unfounded” complaint with the British Columbia Securities Commission the day before.”
Who is this “20%-owned Baja Mining” entity that Mount Kellett accuses? I suspect Mount Kellett is accusing Baja Mining Corporation.
Who owns that 20%? Anyone new to this story would not know. Why is Baja Mining corporation identified as 20%-owned Baja Mining? What is the significance of that?
Why are “baselless”, “tactically motivated”, and “unfounded” in quotes? Is there something special about these words that it is necessary to bring our attention to them with quote marks because there is no attribution if they are quotes and if they are they are incomplete sentences not requiring quotes.
You say:
“This filing is entirely without merit and is nothing more than a transparent attempt by Baja to use frivolous legal proceedings to distract Baja shareholders from the real issue at hand: the self-dealing and web of conflicts of the management and board of Baja,” Mount Kellet said in a statement released Friday.
Els can you please tell us who said that so we know who to attribute it to. Also, Mount Kellett is spelled with two “t”s at the end. You did get it right in your first mention of Mount Kellett.
You say:
The whole issue came to the fore in January after a leaked letter sent by Mount Kellet that tells of “a prevailing culture of nepotism” and “a lack of independence in critical decision making” at Baja.
Els can you please explain how a letter sent by Mount Kellett could be leaked and also sent by the author, Mount Kellett, of the letter? If it was leaked of what significance is it?
You say:
Reports at the time suggested the accusation of nepotism is related to Baja CEO John Greenslade’s daughter, Denby, who works as the corporate secretary of Baja for a remuneration of some $700,000 not counting options and a payout should the company change hands.
Els are you sure that is correct? Did you check with Baja personnel or even read Baja managment’s circular posted on their web site? I think you should. Your figures and statement maybe wrong.
Does Denby have a full name? Are you sure you have the right person?
You say:
It was also alleged that the daughter was at the same time working for another one of her father’s firms, Catalyst Copper.
Els did you check that fact? In good journalistic practice did you contact personnel at Baja Mining Corporation to get the other side of the story? Maybe CEO Greenslade has two daughters doing those two jobs and not one daughter doing both those jobs.
Ashok1956
Hold and accumulate till the mine goes into production and then reap huge capital gains of at least 300%. This is another Equinox ready to be grabbed by Barricks of this world.
If daughter is paid $700,000 per annum or even half of that and she has qualifications, experience and integrity that is fine. It might be a good tax planning exercise as well i.e. to split income. CEO would have negotiated and board agreed to a total remuneration of X amount and Y amount of options. He has split that. It is fine as well.
But if is straight forward overcompensating his daughter at the cost of other executives and shareholders, then it is questionable and can be sorted out later. At this time, let the focus remain on development and I will vote for continuity.
oc
Ashok, officer pay at Baja including Kendra Low, the daughter, was based on benchmarking done by an outside independent consulting firm. The facts in Els article are wrong. Ms. Low’s salary is not $700,000.00 plus options.
There are two daughters holding two seperate postions at two different firms.
oc
Ashok, If you want to get the true facts follow this link to Baja managment’s circular: http://www.bajamining.com/static/proxy/Baja-Management-Information-Circular-2012-SR-Meeting.pdf