Murex vote: post game analysis.

Camelia River, Tropicana. January 2021. Paul Goldfinger photo. “Keeping us in the dark.” © Click image to enlarge.

 

By Paul Goldfinger, MD, Editor at Tropicanaforum.com   January 10, 2021.  Ft. Myers, Fla.

Total comments as of Jan 11:  6    Go to the bottom of this post and click on “comments” below the music.

 

The second vote to decide if the Co-Op would sell the park to Murex was held on Tuesday, January 5, in the Clubhouse.

There was some tension, because another offer materialized unexpectedly on December 30, 2020, 6 days before the 2nd vote, and it set the process reeling because MHM, the uninvited new player on the field, announced a substantial increase in the amount of money that each of the 140 shareholders would receive if the park were sold to them.

During the first vote in November, the amount of money offered by Murex to each shareholder almost was accepted—just short by 4 votes.  101 of the shareholders voted “yes” to sell.

This time the  Murex offer of the same amount of shareholder money was roundly defeated with 53 voting “yes” and 82 voting “no.” (total 135 votes cast.)

Obviously, 48 votes were changed from “yes” to “no” when the scent of more money was realized by a relatively large number of voters.

Since the Jan. 5 vote,  we have heard nothing from the Board—no discussion about what had occurred during this peculiar turn of events and no explanation of what the next steps would be. They didn’t even officially announce the vote tally.

Looking at the Jan 5 vote, there has been some speculation regarding if this process was handled fairly and properly. Here are a few of the issues:

1. Safety:   Those who were coming in person to vote should have been told the details in advance. How was the vote to take place and what would the nature of the “meeting” be?  What COVID precautions would be offered?

At the front door there was unsafe congestion. The line waiting to sign in was not practicing distancing.  Others were milling about at the entrance, coming, going and hanging around.  The delays at sign-in and nearby were inexcusable and exposed everyone to risk.  The main room where people were waiting to hear the vote results was not set up for distancing, and one woman was bouncing around visiting friends with her mask pulled down off her face.  No one was supervising the safety requirements.

Sitting around and waiting resulted in unsafe exposure.

Some shareholders voted and then left, as we did. They were appropriately careful.  The smartest move would have been to hand in a proxy in advance, avoiding the congestion at the clubhouse all together.

This sloppiness is inexcusable. The board is responsible for making us vulnerable to COVID-19, and you know that there already have been cases in the park.

 

2.  Fishy business:   In an email from Clarice to lawyer Brian Chase on Jan. 4,  she said:

“By the way, I did some research on MHM and discovered that We (Newby) manages their Florida properties. I was not aware of that. Thought you should know and I have asked John Hall and Joel Weaver to both be present tomorrow, as some eye brows are being raised at this revelation.”

“Just a heads up.”

So this smells fishier than a seafood market.

As more offers surface, look at them and ask, “Who benefits and who does not?”

And, before jumping on a bandwagon led by those with an axe to grind, remember that 53 of your fellow shareholders and neighbors voted “yes.” Hopefully we will hear from them.

 

3. Precedent:   If it’s OK for MHM to be suddenly thrust into the midst of the Murex voting process, then from now on we have a  precedent, and any company should be able to plunk down a bag of money on the table in the midst of negotiations with some other potential buyer.

 

4.  Good faith:  What reputable buyer would want to deal with our Co-Op even if our lawyer said that it was legal to let an outsider, MHM, into the game unexpectedly when it was 4th down in the 4th quarter?  It was a late and blindsided hit.

 

5.  Ethics:  So now, to be consistent, the floodgates should be opened for a bidding war.  Anything goes as long as we all get to walk away with a fat check.  Of course, there’s nothing wrong with a fat check–I’d like one, but did we do the right thing?

Will we  be known as a place where the ends justify the means and where our promises can be broken?

 

6.  The silent and opaque board:   After each of the votes, the President of the Co-Op had nothing to say to us.   Communication was zero. After the first vote I called him and asked if he would communicate with the shareholders about what had occurred.   He said, “No. It’s not necessary; the matter is closed.”  I am paraphrasing his true words.

Shouldn’t he have sent us all an email on Jan 5 explaining what happened and how he would proceed next?  But transparency is absent with this group of Co-Op officials who are supposed to represent us.

It is now 5 days since the vote, and we shareholders have heard nothing official regarding the results and the plans for moving forward and seeking other suitors.

 

7. Freedom of speech.   It seems that if a shareholder disagrees with the official Co-Op opinion, the board  will not discuss the matter but instead they may send the dissenter’s words to the Co-Op  lawyer  (whom we pay) to deal with such a person.  That happened to me, and we have it documented-in an email.

 

Unfortunately, there is no one supervising the chaotic Co-Op Facebook site where a small number of shareholders are willing to share their opinions. It seems that most of the 140 shareholders don’t like to go public with their opinions.

SO:  For this topic only, I invite anyone to offer anonymous opinions here on the Forum.  Sign in with a pseudonym, or write “anonymous”–which will result in our giving you a name.   Or, use your real name; first name is OK .

But please be honest and tell us if you are a shareholder or not. If you are a shareholder, please do not offer specific details of the Murex and the MHM offers.  Those will not be posted.

And please follow our commenting guidelines stated at the top of our homepage under the tab marked “policy.”

To send an opinion, you can write an email to Blogfinger@verizon.net.   Or you can find the “comments” tab at the lower right hand corner.  You can use your actual name or a pseudonym, or just writer Anonymous.

 

TO READ THE COMMENTS, CLICK ON THE WORD “COMMENTS” BELOW THE MUSIC.

 

 

TONY BENNETT:    From the movie score of Goodfellas.

 

 

 

 

6 thoughts on “Murex vote: post game analysis.

  1. Most shareholders think that Brian Chase works for them, and he does in the way that shareholders elect the board, and the board elects the president. That’s as far as it goes.

    Brian Chase takes his direction from the president of the Co-Op.

    If the president doesn’t want to sell he directs the attorney to stall and introduce information whether it is credible or not.

    The shareholders have not and will not be represented as long as Dennis Friemann is president. He is serving himself and the interest of a minority.

    And just a note for those holding out for more money, consider the cost of waiting: If the new president raises the capital gains tax to 39% as promised.

  2. Yesterday, January 11, 2010, this blogpost received 881 hits. Even though only one made a public comment (above) so far, everyone who went to the site formed an opinion.

    It shows that there is a great deal of interest in this topic. Anyone can comment, even without giving their real name.

    Just be brief and send it to us by email: Blogfinger@verizon.net Your email will not be published or shared with anyone.

    Or you can click on the comment button and send it that way, as Tim did.

    —Paul Editor at Tropicanaforum.com

  3. Since we know that the majority of shareholders want to sell, only board members who will avow that they support the sale should be kept on the board.

  4. Here’s a novel idea from a shareholder:

    Let’s get Newby to provide company names and addresses of park owners in the state of Florida. We then send an “interest of sale” letter to each explaining details which concern us, name and phone number of a contact person who could provide necessary specifics (e.g. map of Tropicana, particulars of shareholder concerns—money, rent, improvements etc., and to provide a “drop dead” date to submit offers.)

    Form a committee after the “drop dead” date to analyze submitted offers. Then meet with all shareholders and provide recommendations accordingly.

    Once we decide (shareholders and committee) to deal with a specific offer, we vote on whether to negotiate concerning that offer of interest.

    Then negotiating teams do their thing to create an agreement and submit it to shareholders for a final vote. But this time the vote will be different: No other solicited or unsolicited offers would be considered after the “drop dead” date.

    We all know that the appraised value of Tropicana was: $64,500,000—not $100,000,000. Keep this appraisal in mind.

    The offer from MHM is very intriguing , to say the least, as well as suspicious when considering the size of the package and timing of the submittal.

    One worry I have is a possible lawsuit from the Murex Carlyle Group. I think consideration of the non-disclosure agreement and the shield of fiduciary responsibility could pose a serious legal impediment.

    Let’s get it done!

  5. We should hire a real estate agent who is familiar with high priced real estate. We can expect that such a broker would act in a professional and business-like manner unlike the amateurs who have been in charge so far.

Comments are closed.