VANCOUVER (CP) -- A dissident shareholder is taking Ashton Mining of Canada Inc. [TSX:ACA] and Stornoway Diamond Corp. [TSX:SWY] to court over their recent merger.
Matthew Bingham, who holds about 0.75% of Ashton's shares, filed the action in the Supreme Court of British Columbia on Wednesday.
Bingham wants the court to grant an order cancelling a certificate of amalgamation under the Canada Business Corporations Act that merger Ashton with a wholly owned subsidiary of Stornoway.
''Ashton and Stornoway continue to believe that all of the applicable legal and regulatory requirements for the transaction have been fulfilled, and that the amalgamation has therefore been validly completed,'' the companies said Thursday in a release.
''Consequently, Ashton and Stornoway intend to vigorously defend this action.''
Ashton shareholders voted 96.5% in favour of the deal at a meeting on Monday.
Global miner Rio Tinto had owned 51.7% of Ashton and supported the offer presented last July.
Ashton shareholders can take either C$1.25 in cash per share, subject to pro ration of about C$13.6 million to be allocated among shareholders who elect the cash alternative, or one common Stornoway share plus on cent in cash.
In a parallel takeover bid for Contact Diamond Corp. [TSX:CO], Stornoway in October raised its holdings to 87.3%.
The three companies combined would be a diamond-focused enterprise with a stock market value of more than C$200 million, owning half of the Renard diamond project in northern Quebec and exploration sites in Nunavut, Alberta and along the Ontario-Quebec boundary.
On July 24, 2006, Stornoway announced it intended to acquire Ashton through an unsolicited offer to purchase all of Ashton's limited and outstanding shares.
As a result of the merger, Stornoway now holds 75.6% of Ashton's outstanding shares.
Ashton shares were down a penny to C$1.14 by close on the Toronto Stock Exchange. Stornoway shares closed even at C$1.15.
(c) The Canadian Press 2006
