Clear as mud

No doubt many shareholders would have received an email advising of a new announcement - for some reason the link did not work for me so I went directly to the website and downloaded it from there.

After reading it a few times I came to the conclusion that the Board were trying to clarify a few points regarding the status of options, directors' obligations and voting intentions. Regarding their voting intentions the chairman confirmed that the

Board has also stated its intention to vote the shares that they control in favour of the Scheme

yet

the Substantial Shareholders* have not entered into a binding arrangement with QIAGEN to vote in favour of the Scheme

This is just silly, a prerequisite of this Scheme of Arrangement is that the Board holds unanimous support for the scheme.  It would appear** that should any board member subsequently withdraw or adversely alter their recommendation the result would be that the Board support would lack unanimity, the Scheme would be terminated and Cellestis would be obliged to pay a penalty for liquidated damages.

By saying that there is no binding arrangement with Qiagen sounds like double talk to me, the Board has entered into an arrangement to vote in favour of the Scheme.

To my mind this Company Announcement only serves to confirm the complexity and the lack of clarity with this particular scheme - clearly the documents were written by lawyers for lawyers leaving shareholders scratching their heads.

Is that a fair thing?

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* I have assumed that Substantial Shareholders refers to those Board members listed under 20 Largest Shareholders in the 2010 Annual Report.

**I use the word appear advisedly as there are several clauses in the deed that appear to give differing interpretations on this very issue. Perhaps my confusion is down to my lack of expert legal qualifications!