WORD GAMES | PwC, The 10th Report
In contracts and legal agreements, words have meaning. Credit card agreements, home loans, Operating Agreements -- they are written with words that are structured in such a way as to form the foundation of each party's responsibility. The courts make judgements on such agreements on the basis of what is inside the four corners of those documents. Some words might have a variety of interpretations, but there are other words which are non-interpretable and stand the test of time. The most common of these types of words are coordinating connectors, and two of the most relied upon are "and" and "or".
Coordinating Connectors -- "AND" versus "OR":
A conjunction is a compound statement formed by joining two statements with the connector "and".
A disjunction is a compound statement formed by joining two statements with the connector "or".
A conjunction is true if and only if both of its combined parts are true.
A disjunction is true if at least one of its combined parts is true.
Consider the following two statements:
Statement 1: The ball is blue and green.
Statement 2: The ball is blue or green.
The ball is blue.
Therefore:
Statement 1 = false
Statement 2 = true
Given that, below are four statements made by PwC in their Tenth Monitor's report in regards to the shares of BioAmber. It is worth noting that shareholders own shares in BioAmber Inc. Shareholders do not own shares in BioAmber Sarnia (a subsidiary), or BioAmber Canada (a subsidiary).
Here are the four statements made by PwC in the 10th Report:
Statement 1: [The Visolis Transaction] did not include the shares of Bioamber Inc. or any of the Company's subsidiaries, nor did it include the cash, accounts receivable or inventory of the Company.
Statement 2: No transactions involving the shares of the Company or its subsidiaries have occurred nor are anticipated.
Statement 3: The Monitor does not anticipate that the shares of the Company or its subsidiaries have any net realizable value for creditors.
Statement 4: The Monitor does not believe that holders of equity interests or equity claims of the Company, including shareholders of the Company, will realize any value in the CCAA Proceedings on account of their claims or interests.
So, let's break the compound statement Statement 2 into its parts. Remember, all of these statements are disjunctions (uses the connector "or") and it only requires one of its parts to be true in order for the entire statement to be true.
Part A: No transactions involving the shares of the Company have occurred nor are anticipated.
Part B: No transactions involving the shares of its subsidiaries have occurred nor are anticipated.
Again, in order for the entire statement to be true we only need one of those parts to be true. Well, Part B will always be true! Part A can either be true or false (it doesn't matter), and the entire statement will still be true.
All of the reactions to PwC's statements in the Tenth Report are in response to only Part A, as if that was the entire, singular and non-compound statement by itself. But it wasn't a singular statement. It was a compound statement and necessarily includes Part B, i.e. the subsidiaries. Again, Part A can be true or false (it doesn't matter), as long as Part B is true the entire statement will be true.
Part B is true.
It is my contention that PwC purposely included the subsidiaries in each of their carefully constructed compound statements in order to make the entire statement true. If they omitted the part in regards to the subsidiaries, or used the conjunction "and", then the statements would be false.
The same is true in regards to "equity interests or equity claims" compound statement.
Consider the following statement, if written like this:
"The Monitor does not believe that holders of equity interest and equity claims, including shareholders of the Company, will realize any value in the CCAA Proceedings on account of their claims and interests."
Completely different statement when the word "and" is substituted for the word "or". And this has drastic legal implications and meaning and this is what lawyers do for a living.
Do not think for one second that PwC's lawyers did not scour this document ten times over. They constructed these statements extremely carefully, they made them only in the context of their "purview" and with the additional awareness of third-party online reports. In other words, they are aware there are a lot of eyeballs on this report.
To conclude, the Tenth Monitor's report is the ultimate non-answer. To this date, PwC has not made a direct statement on the outcome of the shares of BioAmber Inc. For whatever reason, they continue to play word games and construct vague, indirect, and compound statements. Additionally, language such as "anticipate" and "believe" is exceedingly difficult to take seriously and only begs more questions.
There is not one single direct statement in the Monitor's Tenth report that definitively, without qualification or interpretation, details the outcome of the shares of BioAmber Inc.
AI
