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A group of former Coalcorp Mining Inc. executives has filed suit against Pala Investments Holdings Ltd., the resource fund masterminded by mysterious Russian billionaire Vladimir Iorich, alleging that Pala illegally gained control of the coal producer and is now driving the miner toward financial ruin so it can buy the rest of the coal producer on the cheap.
Pala participated in "an illegal creeping takeover of Coalcorp" that violated Canadian securities laws, claims the lawsuit filed in the Ontario Superior Court. Since gaining control of 44 per cent of the company's stock and securing seats and influence on the company's board of directors, Pala has sought to "deliberately reduce the value of Coalcorp shares," court documents say.
Coalcorp's stock once fetched more than $6 on the TSX, but has recently been trading hands for about 20 cents amid management upheaval and the cancellation of a key sales contract with commodity trading behemoth Glencore International AG.
The legal action marks the latest in a series of high-profile dustups for Pala and its publicity-shy backer, Mr. Iorich. As the commodity sector has reeled amid the global financial crisis, the reclusive former steel magnate has been plowing money into Canadian resource companies through Pala, a resource fund with about $1-billion (U.S.) under management.
Pala has built up major stakes in a number of mining firms and engaged in a string of heated takeover bids and proxy battles. It recently lost an attempt to replace the management at TSX-listed Rockwell Diamonds Inc. through a proxy contest. It also failed in a partial takeover bid this spring for rare earth metals producer Neo Material Technologies Inc. of Toronto.
The Coalcorp lawsuit, filed earlier this week by former executives who are still significant shareholders, alleges that the attempt to diminish the value of the company's shares is part of a scheme by Pala "to acquire the remaining outstanding shares of Coalcorp at a reduced price, or to take Coalcorp private and acquire all of its shares at a reduced price."
After accumulating a 19-per-cent stake in 2007, Pala engaged in private transactions with a pair of investors that boosted its holdings to 44 per cent of the company. The lawsuit alleges that these manoeuvres violated Canadian securities laws.
Greg Radke, the general counsel for Pala Investments AG, the Zug, Switzerland-based adviser to Pala Investment Holdings, said the suggestion that Pala had broken securities laws "is a frivolous and spurious allegation without any merit."
Mr. Radke declined further comment as Pala has not been served with the suit. None of the allegations have been proven in court.
Since Pala gained influence on Coalcorp's board, there have been sweeping changes at the company, which mines thermal coal in Colombia.
After increasing its ownership stake in 2007, Pala accused Coalcorp's management of failing to disclose what it called "egregious golden parachutes." The suit says the allegations made by Pala were false and designed to shake investor confidence in the company.
In November, 2008, Pala executives Jan Castro and Joseph Belan were appointed directors of Coalcorp. They moved Coalcorp's head office to Bogota as "part of Pala's plan to drive down the price of Coalcorp's common shares and an attempt to put Coalcorp's affairs and its conduct of those affairs beyond the scrutiny of the OSC and the jurisdiction of the Ontario Courts," the suit alleges.
Later that month, it was announced that Mr. Belan was taking a leave of absence from Pala to become Coalcorp's chief executive officer.
Mr. Belan, Mr. Castro and Richard Lister - a Pala nominee to the board - then "conducted a campaign to discredit, undermine, berate and intimidate any of the directors who were not under the Pala Group's control," the court documents say.
Eleven Coalcorp directors, including Serafino Iacono, the former CEO, a major shareholder and an applicant in the lawsuit, resigned between December, 2008, and January, 2009.
Pala has levelled accusations of impropriety and self-dealing against former executives regarding assets sales. A special committee has been formed to investigate the allegations against the ex-managers who are among the applicants in the lawsuit against Pala.
The former Coalcorp executives claim in the lawsuit that the new Pala-backed management provoked Glencore into cancelling a crucial sales agreement with the company. They also claim that contracted coal miners were refused pay and that the company made an unwarranted declaration of force majeure and shut down mining operations.
http://www.theglobeandmail.com/report-on-business/.../article1203864/ |
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