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Just my 0.02.

The Negative:
Boustead is essentially providing liquidities/funds to OMH to kickstart Sarawak smelting plant. The OMH placement itself is most probably due to:
1. OMH's failure to raise fund from HK exchange and its inability to secure fund from banks and other sources because of the economic uncertainties due to European debt woo.
2. OMH reported loss for year 2011 due to the plunged in ore and manganese prices.

The Positive:
I would say that the acquisition is not so much in owning OMH but more to buy the future opportunities in working with OMH:
1. Future synergies between Boustead and OMH as quoted from OMH chairman “'In time, we will look into jointly investing in more energy-related industries, with Boustead as the builder and OMH a consumer of energy.'”
2. Rationale provided by company: “it will provide opportunities for the Boustead Group to deploy its project management and engineering expertise, including power plant, water treatment plant, furnaces and process control expertise, to a new industry. Once established, the Directors hope to see a flow of more opportunities in the development of natural resources across the whole of Asia, plus Australia.”
The potential participation in the US$502m smelting plant will keep Boustead busy for sometime to come even though its stake could only be strategic (non controlling).

Personally, I view the other remarks as fairly general as Boustead has an extremely conservative strategy to pursue new investments over the years. Following the Libyan experience, I can only hope that the upcoming investments experience less hiccups in terms of execution so that shareholders will see higher dividends sooner.

(26-01-2012, 11:09 AM)greengiraffe Wrote: [ -> ]The potential participation in the US$502m smelting plant will keep Boustead busy for sometime to come even though its stake could only be strategic (non controlling).

Personally, I view the other remarks as fairly general as Boustead has an extremely conservative strategy to pursue new investments over the years. Following the Libyan experience, I can only hope that the upcoming investments experience less hiccups in terms of execution so that shareholders will see higher dividends sooner.

I concur with your views. The Libyan situation was a Force Majeure event which no one could have forseen, and there are bound to be such hiccups along the way for any company pursuing business development opportunities in far-flung countries.

Currently, I still do not see how Boustead can add value or participate in the US$502m smelting plant besides providing funding and "backing" as a substantial shareholder of OMH. Perhaps things will become clearer in the coming months once the EGM for OMH is over (and hopefully, with Boustead placement being approved).

I should think that Boustead would continue to build on their other core competencies in DB&L and downstream/upstream O&G projects while pursuing the OMH deal as well. The time for expansion and deployment of cash has arrived, though the results and effects will take years to be noticed.
> Currently, I still do not see how Boustead can add value or participate in the US$502m smelting
> plant besides providing funding and "backing" as a substantial shareholder of OMH

Basically, Boustead will want to ride on need for more smelting plants and build on connections with OMH to get exclusive rights to build its new plants and possibly others in ASIA. That's my guess

1. "with Boustead as the builder and OMH a consumer of energy.'”
2. Rationale provided by company: “it will provide opportunities for the Boustead Group to deploy its project management and engineering expertise, including power plant, water treatment plant, furnaces and process control expertise, to a new industry. Once established, the Directors hope to see a flow of more opportunities in the development of natural resources across the whole of Asia, plus Australia.”
Boustead has never been known to undertake projects outside their core capabilities. I think we just be happy that Boustead has been given this excellent opportunity to help out a "friend" who just happen to be a tight spot due to a sudden fall in commodity price - manganese (usually volatile and unpredictable in the short term).

More importantly, it is the willingness to invest their hard earned cashflow that is significant. Based on all available sources on the smelting plant, Boustead appears to be a investor at the moment.
More info on OMH's smelter project update is available at the following:


http://www.asx.com.au/asxpdf/20111114/pd...2yb7zl.pdf

Do you think FF Wong would abuse his shareholders to help out a friend? Imagine what the other substantial shareholders will do if this is true. Of course you may be right in e long term when no engineering works from OMH and Boustead works out in the end but no one can be ever certain unless u have seen the long term strategic plans of OMH.
(26-01-2012, 09:07 PM)mrEngineer Wrote: [ -> ]Do you think FF Wong would abuse his shareholders to help out a friend? Imagine what the other substantial shareholders will do if this is true. Of course you may be right in e long term when no engineering works from OMH and Boustead works out in the end but no one can be ever certain unless u have seen the long term strategic plans of OMH.

Agree, agree.

FF Wong is a very smart investor. He is just like Wee Cho Yaw, everything for himself first. His stake is in Boustead.

So this $15M is for him to generate more returns for HIS company. For every $1 he put in, u can be sure he want to get $3 in the long run. And since he is director for 3 years, he will know quite a lot about the biz of this company.

In short, u want $$$ from FF Wong - very difficult. He is too smart... that's why we bet on same side as him.
Hi Guys - This is my first post. Thank you very much for your sharing. I have been following some development activities in Sarawak/Sabah recently.
You might be interested in the new Samalaju Port/Industrial Estate, near Bintulu, Sarawak. It seems that a Japanese company has already started their manganese plant there.
Article from Malaysia Star:
Quote-
KUCHING: The Federal Government has approved RM500mil to fund the development of the new Samalaju deepsea port in Bintulu Division.

Sarawak Chief Minister Tan Sri Abdul Taib Mahmud said that the money would be used for dredging works on the port and preliminary phase development.

Taib said this before witnessing the signing of a power purchase agreement (PPA) between Asia Minerals Ltd (AML) and Sarawak Energy Bhd here yesterday.

AML, the first investor in Sarawak Corridor of Renewable Energy (Score) to sign the PPA, is buying 270 MW for 20 years to power its proposed RM709mil manganese ferro-alloy smelting plant in Samalaju Industrial Park in Bintulu.


Sarawak Energy chief executive officer Torstein Dale Sjotveit (left) exchanging documents with Asia Minerals chairman Hirotaka Suzuki. The event was witnessed by Taib (3rd from left) and Japanese Ambassador to Malaysia Shigeru Nakamura (4th from left). —Bernama
The plant, with an annual capacity of 300,000 tonnes, will begin commercial production in June or July next year.

The Sarawak government has tasked Bintulu Port Holdings Bhd (BBHP) to implement the Samalaju port project, a crucial component of the Score development that has been given top priority.

The new port on 450ha and about 60km by road from Bintulu town will handle the import of raw materials and the export of finished products for energy-intensive industries in Samalaju.

The pioneer batch of Score investors Press Metal Bhd, OM Materials, AML and Tokuyama Corp are in various stages of building their manufacturing facilities in Samalaju. Their planned combined investment exceeds RM9bil.

According to BPHB chief executive officer Datuk Mior Ahmad Baiti Mior Lub Ahmad, dredging works on the new port were expected to start mid this year.

“The tender for the project's site earthworks package has closed. We hope to start earthworks next month and it will take about four months to complete,” he told StarBizWeek.

The earthworks package is estimated to cost RM7mil.

Mior Ahmad said tenders would be called next month for the construction of interim berth facilities for barges.

BPHB has obtained approval for the port's environmental impact assessment.

He said KTA (Sarawak) Sdn Bhd, a leading multi-disciplinary consulting firm, was carrying out a detailed design of the new port.

Mior Ahmad said he would meet Taib next week for further discussions on the new port project, including the finance package.

PricewaterhouseCoopers has come up with the project's estimated development cost.

The Sarawak government, through the state financial secretary, holds a 31.7% equity interest in BPHB.
Unquote-




(27-01-2012, 05:54 PM)Contrarian Wrote: [ -> ]
(26-01-2012, 09:07 PM)mrEngineer Wrote: [ -> ]Do you think FF Wong would abuse his shareholders to help out a friend? Imagine what the other substantial shareholders will do if this is true. Of course you may be right in e long term when no engineering works from OMH and Boustead works out in the end but no one can be ever certain unless u have seen the long term strategic plans of OMH.

Agree, agree.

FF Wong is a very smart investor. He is just like Wee Cho Yaw, everything for himself first. His stake is in Boustead.

So this $15M is for him to generate more returns for HIS company. For every $1 he put in, u can be sure he want to get $3 in the long run. And since he is director for 3 years, he will know quite a lot about the biz of this company.

In short, u want $$$ from FF Wong - very difficult. He is too smart... that's why we bet on same side as him.

We must have FULL FAITH with FF Wong. Excellent base dividend policies, cash flow focus approach to run business (mini W Buffet) over the years.

OMH is the No 3 listed ASX manganese producer behind BHP (Obvious No 1) and Consolidated Minerals (Ukraine Controlled owning a 11.35% stake in OMH before new shares dilution). It appears that Boustead has chosen the right cycle (since commodity prices are typically boom & bust) to take a stake. Note that OMH high is A$4.50 and was trading slightly over A$1.00 in late July when a dual listing on HKSE was mooted).

While it is well speculated that Boustead is eyeing the lucrative and lower risk profile smelting plant in Sarawak, its proposed stake in OMH (specifically raising funds for the Sarawak smelting plant) may yet turn out to be a multi-bagger should manganese prices recover and M&A returns to the above mentioned players
OMH has governance issues, but ConsMin's tilt at board a long shot
27 July 2011
Source: www.theaustralian.com.au
Author: Bryan Frith
THE latest spat between Ukrainian billionaire Gennady Bogolyubov and the board of the manganese miner OMH Holdings highlights deficiencies in the takeover rules introduced by the company 2 1/2 years ago.

Bogolyubov's Consolidated Minerals, also a manganese miner, has been at war with OMH since its offshoot Stratford Sun acquired an 11.35 per cent stake in the miner in 2008.

OMH, which has been listed on the ASX since 1998, is incorporated in Bermuda where there is no law regulating the takeover of companies. That didn't trouble OMH until Bogolyubov picked up a shareholding and requested a board seat (which was refused on the grounds that ConsMin was a competitor). OMH then considered necessary to introduce takeover rules for the benefit of the shareholders. That was despite Bogolyubov outing himself and indicating he wanted to work with OMH and wasn't considering a takeover.

OMH obtained shareholder approval to amend the company's by-laws to introduce rules governing takeovers which are largely based on Australia's takeover provisions. Thus, a party is prohibited from acquiring more than 20 per cent of OMH without first making a takeover offer to all holders. During the bid period the bidder cannot give selective benefits to some target holders and the offer must be open for at least one month. Bids can only be varied by improving the offer consideration or extending the bid period.

However, the changes relied on the board for enforcement. There is no role for ASIC in the regulation of the company's takeover procedures; nor do bidders or shareholders have the right to seek recourse to the Takeovers Panel. OMH remains a Bermudan company, subject to Bermudan law, and outside the jurisdiction of ASIC and the Australian takeover laws.

Moreover, the board hassweeping powers to allow a party to acquire more than 20 per cent of the company if it has the "prior approval" of the board. That is completely at odds with Australia's takeover laws.

Bogolyubov accused OMH at the time of "cherry picking" the Australian takeover laws and that the real motive behind the takeover package was to entrench the incumbent board by making it difficult for a party to launch a hostile bid.

Bogolyubov has now escalated his fight with OMH by requisitioning a meeting of shareholders under Bermudan law to vote on removing two directors, the executive chairman Low Ngee Tong and Tan Peng Chin, and to replace them with two directors independent of ConsMin -- merchant banker Malcolm McComas and a former leader of the NSW Liberal Party, Peter Debnam.

OMH has 21 days in which to convene the meeting and if it fails to do so, Stratford Sun can call the meeting. OMH says it will comply with its obligations and will assess the actions of Stratford Sun and respond to shareholders and the market in due course.

ConsMin argues that the board had led the company down a path of "systemic value destruction" and has adopted strategies that have consistently failed to deliver growth and has presided over a period of significant share decline.

In particular, OMH's share price had fallen more than 35 per cent since March -- from $1.38 to the current price of 98c -- which followed the company's proposal for a dual-listing on the Hong Kong Stock Exchange accompanied by a large issue of shares and employee options, which would be massively dilutive to existing shareholders.

That required amendments to the by-laws to make them consistent with the listing rules of Hong Kong exchange, which required a 75 per cent vote in favour by OMH shareholders. In the event it fell short at 66.29 per cent but there was also a significant vote against other resolutions -- 35 per cent against the share issue, 45 per cent against the employee share option plan and even 23 per cent against the re-election of two directors.

OMH nevertheless sought to press on with the dual-listing. The board called it off early this month, citing volatile and uncertain market conditions but it's likely the failure to bring the by-laws into line with the Hong Kong listing rules was a deal breaker.

OMH is now considering a demerger of its smelting and marketing businesses to concentrate on the Bootu Creek manganese mine. ConsMin argues that that contradicts current market tendencies of vertical integration and would weaken the company's strategic position.

ConsMin contends that for a long time OMH has had poor corporate governance and a lack of transparency and a demerger would create conflicts of interest between two boards and management and would be "a potential minefield of poorly disclosed related party dealings and minority shareholder mistreatment in one or other entity".

ConsMin has also repeated concerns that the board and senior management have not been diligent in identifying key stakeholders. It has previously claimed that the shareholding may be "overly concentrated" in the hands of a few shareholders and they may be associated with, or supportive of, Low Ngee Tong and his wife, Heng Siow Kwee, who is a joint company secretary of OMH.

Low has disclosed a holding of 10 per cent of OMH and his wife has a disclosed holding of 9.5 per cent, an aggregate of 19.5 per cent, just below the bid threshold.

It's suggested that at least 50 per cent of the company's shares are held through nominees and trust arrangements many of which ConsMin suspects may be associated with Low and Heng.

ConsMin has written to ASIC and the Hong Kong exchange on its concerns and has been seeking information about a number of shareholdings, including those of Newtimes Marine, Lai Shun Holdings and Lowther Resources, but without success.

The problem is that OMH only partially incorporated the tracing provisions of the Corporations Act. Section 672A gives companies, gives companies and ASIC the right to issue tracing notices to parties requiring full details of their relevant interest and those of their associates. Moreover, shareholders can require ASIC to issue tracing notices unless the regulator considers it would be unreasonable to do so in all of the circumstances.

Many companies regularly conduct tracing notices and the responses are made available for shareholders to inspect on request. Shareholders can therefore be as informed as is the board. However, under the amendments to the by-laws the power to issue tracing notice lies solely with OMH and, if it does issue notices it is under no obligation to make the responses available for ConsMin, or any other party, to examine.

If ConsMin is right about its suspicions of shareholder concentration, then it's unlikely it will receive any co-operation from the OMH board. But ConsMin was encouraged by the shareholder vote in April, which suggests there is a significant, and perhaps growing, level of shareholder discontent. Even so its tilt at the board is probably a long shot.
Looks like Boustead is really going bottom fishing...

http://johnhelmer.net/?p=6456

BHP’S LATEST BLOW TO CHINA TO GALVANIZE THE MANGANESE MARKET

BANG! BANG! YOU’RE DEAD – BHP’S LATEST BLOW TO CHINA TO GALVANIZE THE MANGANESE MARKET
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By John Helmer, Moscow
BHP Billiton (BHP), the world’s dominant producer of manganese, last week slashed the price of manganese for delivery to China, the world’s dominant consumer, by 14%, arousing the suspicion that the Big Australian is aiming to drive rival producers from the business, and when Chinese steelmaking is expected to revive next year, corner a larger share of the market. Ironically, the price action may also accelerate the exit of the Australian independent Consolidated Minerals from Australia, where costs are now close to the break-even level, towards African operations.

What then can be expected to be the response of the Big Chinaman, whose attempts to develop an independent source of global supply through an offshore company called OM Holdings, have proved disastrous, even before BHP fired its coup de grace. And what does the Big Ukrainian, Gennady Bogolyubov, owner of Consolidated Minerals and Ghana Manganese Company, the last independent manganese group in the marketplace, think the future holds?
The writing on the wall for manganese mining has been bad news for weeks. Chinese imports peaked in May and then again in September at almost 1.3 million tonnes per month. But Chinese steelmills, which require manganese to harden steel products, have cut their production – from 717 million tonnes in the first week of September, annualized basis, to 604 million tonnes this week, annualized. Imports of manganese managed to hold steady at 1 million tonnes per month until Chinese steelmakers and traders began to lose their nerve. Inventories of manganese at ports, principally in the Qinzhou and Tianjin areas, climbed between last September and this May; tailed off a little during the summer; and are now rising again. Even if forecast Chinese steel production goes back up above 700 million tonnes per year by February next, there is enough inventory in China and enough supply of manganese ore in global reserve to hold down a recovery in the manganese price, and thus in earnings and profits.
There is good news, but not much – as the price of manganese has been falling on dwindling Chinese demand, the cost of shipping to deliver the metal from Australia and Africa has gone down in parallel. To Russian steelmaking and African manganese sources, in the new market environment relatively small shifts in cost and price can make the world of difference to the future of manganese mining,
BHP is the largest producer of manganese in the market turning out just over 2 million tonnes in the September quarter; that was up 13% on the previous quarter, but down 5% on the year earlier. Most of the manganese comes from mining in South Africa, followed by a mine in Groote Eylandt, in northern Australia. According to BHP’s annual report for the financial year ending June 30, 2011, manganese sales generated US$2.4 billion; that was just 3% of the company’s total sales figure. Earnings (Ebit) from manganese for the year came to $712 million, 4% of BHP’s consolidated total.
Little though manganese may be worth to BHP, relatively speaking, its capacity to keep manganese in the ground by holding down the price has a big impact on the pure or independent manganese miners, on whose futures China has wanted to have at least as much say as BHP. Suspicion of BHP’s intentions has fuelled rumours that it is planning to expand its manganese ore sales next year by one million tonnes – enough to frighten new manganese miners and intimidate the balance-sheets of the smaller ones already operational.

There are several junior manganese miners seeking to expand from a mine base in South Africa. The notable Russian among them is Victor Vekselberg’s United Manganese of Kalahari (UMK). UMK remains private and unlisted, a hostage To changing geopolitical fortune which tarted in Ukraine. There, when Vekselberg (right) first planned his mining project, he was also aiming at securing a captive supply relationship with the Ukrainian ferromanganese refinery at Nikopol. But that was lost to the Ukrainians, Gennady Bogolyubov and Igor Kolomoisky.
In South Africa, inadequate rail and road capacity to carry manganese ore to port for export is another anti-competitive weapon in the hands of dominant producers like BHP. Vekselberg has proved to be politically too weak in South Africa to gain enough room on the railway for as much as his mine can produce, despite the lobbying the Russian government undertook for him in Pretoria. In consequence, there have been reports that Vekselberg has been looking to sell out; none substantiated.
The largest of the independent manganese miners globally are Consolidated Minerals (Consmin) and OM Holdings (OMH). Both have ties to African manganese reserves, though for the time being it is Consmin which is already operational in Africa. OMH is a minority stakeholder in Tshipi, a South African mining project which has yet to materialize.
In Ghana, where Consmin operates the Nsuta mine, the company produces 55% of its total manganese output, compared to 45% at the Woodie Woodie mine in Australia. For Consmin, total manganese resources in Africa comprise 56%, in Australia 44%, of the company’s total of 68.3 million tonnes.
Consmin reports that in the third quarter it managed to lift ore output to 825,000 tonnes; that’s up 23% over same period of last year; sales rocketed by more than double over last year to 941,000 tonnes. To compare with BHP, Consmin produced 2.4 million tonnes of manganese ore in the nine months to September 30, representing a growth rate of 18%. Sales grew even faster, and despite a shrinking manganese price, sales revenue for the 9-month period were $536.4 million, up 14%. Earnings, however, slipped on the rising Australian dollar and on expanding inventories. Cost data are not available, but it is believed the cash cost of mining in Ghana is well below that of Australia, as are the shipping costs.
Consmin was acquired in 2007 in an open bidding contest for shares on the Australian Stock Exchange by Ukrainian metals magnate Bogolyubov. It was then delisted, although it continues to issue regular audited financial and production reports. Consmin is now being reorganized to streamline the Australian management and reduce costs. In that process, the Ghanaian operations and projects under consideration elsewhere in Africa have a cost-effectiveness and profitability lead over the Australian operations.
The geography of the Ghanaian mine source, and relative shipping costs, mean that roughly three-quarters of Consmin’s Australian manganese shipments go to China; less than half from Ghana to China. Ghana supplies half of its output to the Ukraine, and its market plan is thus more diversified, less dependent on China.
The manganese mining independent rivalling Consmin is OM Holdings (OMH), which is listed on the Australian Stock Exchange, but whose control shareholding is based in China. Virtually all of OMH’s manganese is sold to China. . For several months OMH’s share price has been plummeting to its lowest level since July 2007. From a peak this year of A$1.57 on February 8, it is currently between 39 and 41 cents. The lowest price on record was 7 cents in July of 2006.

OMH has been in an acrimonious war with minority shareholders — including Bogolyubov with an 11.4% stake — over the Chinese shareholders’ attempt to increase their control of the company at the expense of the minorities, and issue new shares in an IPO in Hong Kong. Bogolyubov lost an Australian court bid to sanction the company for the IPO attempt; he also failed to muster enough votes to appoint new independent directors to the OMH board. However, the IPO was not approved for listing by the Hong Kong Stock Exchange and the Hong Kong regulator, the Securities and Futures Commission (SFC).
The company’s control shareholders are not disclosed by the company. It is likely they have reason to challenge the OMH management’s strategy of diversifying into iron-ore mines in Norway, Sweden and Australia, as OMH’s stakes of 16% in Northern Iron and in Scandinavian Resources, and 8% in Shaw River Manganese have collapsed in market value. Put up for sale by OMH on June 30 at a book value of A$103.6 million, their current market capitalization is just A$43.1 million – down 59%.
In terms of mine output, sales revenues and geographical spread, OMH is smaller than Consmin and more vulnerable. Its last financial report for the half-year to June 30 shows sales at A$161.7 million (up 22% on the same period of 2010), with volume of shipments up 35% year on year at 721,135 tonnes. Comparing Consmin and OMH on an average quarterly basis for mine production, Consmin is more than three times larger.

OMH has publicly blamed Bogolyubov for its troubles. “The significant noise associated with the repeated public and legal attacks by Stratford Sun [Consmin, Bogolyubov stakeholder in OMH] and their associates have wasted Shareholder’s money and management’s time,” claimed board chairman Low Ngee Tong (right) in an announcement to the Sydney exchange on September 1 – “without any real benefit to Shareholders collectively.” Low has not revealed the number of his past approaches to Bogolyubov. Notwithstanding, Consmin “is a direct competitor of OMH,” Low said after surviving a vote of confidence in which 21% of the shareholders voted to replace him on September 1.
“After several years of repeated attempts to undermine, pressure and obstruct the Company for their own specific purposes, we expect that ConsMin will now take note of the SGM voting results, respect the outcome and acknowledge the views of the overwhelming majority of OMH Shareholders in backing the Board and management to execute its strategy,”
But that strategy has now hit a wall — a Chinese wall. The underlying problem for OMH is that if manganese prices remain static, as they are expected to do well into next year, OMH is digging further and further into the red. OMH’s August-issued financial report indicates that its cash mining cost in the first half of this year was A$4.31 per dry metric tonne unit (dmtu). That was better than its previous year cost, but Chinese buyers insist on a 20% discount for its manganese ore. According to a report from Macquarie Bank last week, “we believe OMH’s upstream margins will be negative at current cost and January price levels.”
The cost dominoes are also falling on OMH’s hope to follow Consmin into Africa, with the new manganese mining project known as Tshipi, also in the South African Kalahari region, in which OMH holds a 13% shareholding. That stakes comes with an obligation to contribute to the $200 million capex estimated for the mine in proportion to OMH’s shareholding. “At these latest price levels,” reports Macquarie, “low-grade Mn [manganese] ore mining operations reliant on road transport in South Africa would be cash-negative, on our estimates, despite recent depreciation of the rand. At its 1H11 results, OMH retained cash of A$35 million compared to debt of A$137m (current portion: A$91m). OMH has obtained a deferment of its loan repayment commitments for the next six months while negotiations have commenced around the creation of a new 5-year US$125m loan facility.”
Bank talk like that leaves OMH’s share price with no direction to go but down, while BHP’s move is almost certain to slow down the Tshipi project; in February of this year OMH had been forecasting full-capacity shipment of 2.4 million tonnes of manganese ore per year by 2013.
According to Macquarie, the promoters of Tshipi cannot afford this. “We had been expecting a sharp reduction in price, but this goes beyond even our bearish expectations and leaves prices 30% lower than this time last year as well as reducing the average price for this year to little more than the market achieved in 2009… At these latest price levels, low-grade Mn ore mining operations reliant on road transport in South Africa would be cash-negative, on our estimates, despite the depreciation of the rand. We would estimate some other high-cost Mn ore mining operations elsewhere in the world would also come under financial pressure at these price levels.
So how will Consmin fare? There has been some speculation in the Australian market that Bogolyubov was softening up OMH to make a takeover offer, despite the bitter recriminations expressed in public. Consmin has disclaimed any takeover interest, and concentrated instead on internal reorganization and rebalancing its markets between Asia and Europe.
by John Helmer - Friday, December 9th, 2011