Why Dominion Diamond's Second Trip to the Block May Be Different

Editors' pick: Originally published March 28.

In a little over a year, Dominion Diamond Corp. (DDC) has revamped its board, moved its headquarters, seen its CEO off, and now, at the behest of shareholders and with a somewhat hostile takeover offer on the table, put itself on the block for a second time. 

The company announced Monday, March 27, before the markets opened that it would explore strategic alternatives, including a sale of the company, in a review led by TD Securities. Dominion's stock closed up about 1.7% Monday at $12.93 per share.

But having launched a review early last year that failed to result in any strategic transaction, it may be difficult to understand how the outcome will be any different this time around for the Canadian diamond miner.  

The diamond market is still in the midst of a fragile recovery, and Dominion's stock hasn't rebounded since December 2015 when it last tried to shop itself, making it hard to imagine that offers will substantially better this time around. 

There are two key factors, however, that could make a major difference this time around: a hostile takeover offer and a completely revamped board of directors.

First and foremost Dominion is currently the subject of a $1.1 billion hostile takeover approach from the Washington Cos., a Missoula, Mont.-based group of privately held companies in the United States and Canada, collectively controlled by billionaire Dennis Washington.

The $13.50 per share offer from Washington Cos., a conglomerate with operations in mining, heavy equipment distribution and rail transportation, sets the bar for shareholders, meaning a failure to transact might not be so easily dismissed by investors. Not to mention the bid is a hefty, 36% premium to where the shares closed Friday, March 17, the last trading day before the offer was made public on March 19.

Dominion released a statement March 22 clarifying its stance on the proposal by Washington, and releasing all of its correspondence with the bidder. The target said Washington's "requested exclusivity period was lengthy" and that it could not grant Washington that request or its request to be permitted a veto over the company's decision on its next CEO, among other objections.

Still, the miner said it's willing to enter into discussions on "customary terms."

Notably, Dominion's March 22 statement came one day after Reuters reported that the miner's largest shareholder, M&G Investments, would like the company to launch a formal review and open its books to potential bidders, including Washington.

That sort of public support is likely the exact result Washington was hoping for in bringing its bid public, but also troublesome for Dominion, which reportedly is considering a transaction with a smaller Canadian mining company. Both Dominion and Washington Cos. declined to comment for this article.

Between a premium takeover offer and what is presumably a deal to acquire another miner in an effort to boost the long-term profitability and outlook of the company, holders of Dominion's beaten down shares may prefer to rally behind the short-term approach and urge the company to cut a deal.

To add fuel to the fire, Dominion's release also follows several analyst reports that deemed Washington's bid opportunistic but intriguing. Scotiabank's Tanya Jakusconek even went so far as to call the proposal a potential catalyst for northwestern mine consolidation or other transactions, noting Rio Tinto Group, De Beers SA and Alrosa Co. could all enter the fray.

Jakusconek said Rio Tinto and Dominion make a particularly attractive matchup given the two companies' potential synergies. Rio owns 60% of the Diavik mine, the other 40% of which is owned by Dominion.

The Scotia analyst, who said DeBeers and Alrosa could also be interested in Dominion, added that Rio has expressed a desire to remain in the diamond industry even though it expects both its current diamond operations to close by the early 2020s.

Editor's note: A version of this article was originally published by The Deal, a sister publication of TheStreet that offers sophisticated insight and analysis on all types of deals, from inception to integration on March 28. Click here for a free trial.

But where were Rio, DeBeers and Alrosa a year ago? If they expressed interest in the first auction, it clearly wasn't enough for Dominion's board at the time to pull the trigger. And in fact, Russia's Alrosa told Reuters Tuesday it was not interested in a bid for Dominion at this time.

To be sure, though, it would effectively be an entirely different board reviewing bids in this review than when Toronto-based activist hedge fund K2 & Associates Investment Management Inc. urged Dominion to explore options in December of 2015, including a sale.

This new leadership, having been elected amid an activist campaign and a plummeting stock price, may feel greater pressure to make a strategic decision that will meaningfully improve this still-struggling stock or satisfy its investors.

Shortly after the insurgent launched its campaign, sources familiar situation told TheStreet's sister publication, The Deal, that Rothschild & Co. was advising Dominion on a strategic review. Sources now say there was both strategic and private equity interest in the company when it was being shopped last winter.

No transaction came from that review, however, but since then, Dominion has installed six new directors to its board, ordered a share buyback program and announced the resignation of CEO Brendan Bell.

The latter comes as no surprise, as one source told The Deal last January that the activist did not deem Bell a worthy long-term replacement for former chairman and CEO Robert Jannicott, who stepped down the prior summer due to health issues.

But the insurgent was also pushing for a sale, and has not been appeased on that point. Notably, Josef Vejvoda, a K2 portfolio manager at the fund who managed to land a seat on Dominion's board, is part of the strategic review committee.

Vejvoda was among the first of the six new director installations last year. Dominion's chairman, James Gowans, who is also on the committee, came on in April. Gowans also is the president and CEO of Arizona Mining Inc.

Also on the committee is David Smith, who gained a seat in February 2016, and Trudy Curran, who was brought on in August.

Smith serves on the boards of Paramount Gold Nevada Corp. and Nevsun Resources Ltd., while Curran has served as general counsel to Canadian Oil Sands Ltd.

Neither of the two board members who began their terms prior to last year -- Charles Strahl and Graham Clow, board members since November 2012 and February 2013, respectively -- are on the special committee charged with reviewing alternatives.

Editor's note: This article was originally published by The Deal, a sister publication of TheStreet that offers sophisticated insight and analysis on all types of deals, from inception to integration. Click here for a free trial.

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