In a somewhat complex arrangement, Uranium One (which has a primary business of owning and operates several uranium producing mines in Kazakhstan) announced a transaction with its existing 23% owner, JSC Atomredmetzoloto (ARMZ, a Russian corporation that is state-owned by the Russian Atomic Energy Corporation) such that Uranium One will receive an economic stake in two more mines and ARMZ will receive a majority stake in the company.
The salient details are in the press release.
Although I do not have a current position in Uranium One equity or debt, I do keep an active watch of their debentures. They traded up from about 92% to 94% after the announcement. The debentures have a change of control provision, but this is for 2/3rds of the company and not majority ownership.
When dealing with majority-owned companies, you have to be very careful in knowing the motivations of those shareholders – their goals and interests might not line up strategically with the interests of the minority shareholders (which is either to derive an income stream or realize capital gains in the marketplace). As such, you should never own companies that are majority controlled unless if you can answer this question. Some majority owners are there to pillage or otherwise legally transfer the assets of a subsidiary company into a parent corporation and some majority owners like to depress the market valuation of the subsidiary firm just so they can acquire the rest of it. It is rare when the alignment is correct (i.e. the majority owner wants to sell the rest of the stake for a high price, or the majority owner wants to peacefully derive as much long-term income out of their investment).
For shareholders, I would be extremely cautious in the future about Uranium One.
Fortunately, the debenture holders do not really have to care about the motivations of shareholders (other than their willingness to pay off the debt). Even after the proposed special dividend the company is proposing, the corporation will have sufficient liquidity to pay off the $155M of debentures when they are scheduled to mature on December 31, 2011. At a price of 94, they have a current yield of 4.5% and a potential capital gain of 3.9% annualized assuming redemption at maturity.
Both shareholders and debenture holders also realize the same risks with respect to having a Canadian corporation owning and operating mineral rights in foreign countries. I have no idea as to the political stability of Kazakhstan, but would be slightly comforted in knowing there are a few directors on board that speak Russian and would have some clue about the legalities of their political system. However, I would not be comfortable as a shareholder knowing that a Russian government corporation controls the board of directors in the company. Their only vested interest would be to maintain control of the company, and at least this means they should be paying their December 31, 2011 debentures.
It appears Reuters has mirrored the sentiment I expressed in this post:
http://www.reuters.com/article/idAFN0916523020100609?rpc=44