Post by digby on Nov 17, 2009 22:24:42 GMT -5
Since I've been misquoted and disparaged in various venues, I figured I'd just say it outright in my own words.
What I am hearing/piecing together from many conversations is that the 90 day window published for us to get a new Transfer Agent selected is, in actuality, an alternate means of putting a freeze on any CMKX transfers. It only takes hours to get a new transfer agent selected and another week or so to get the records up and on-line with them. This includes receiving the pre-printed cert forms and having the legal documents in place to allow for processing. The 90 day window is to lock in a firm shareholder list for those activities being worked.
My understanding is that the conglomerate is being formed and an IPO is in the offing at (approximately) the end of the 90 day window. This would be around the 28th of December.
In order for an IPO to occur, a prospectus has to be firmed up and filed with the agent (typically a bank) that is backing the IPO. A conglomerate can be formed and agreements put in place, to include contacts with the other companies forming the conglomerate, on the contingency that payments will be made from the funds raised during the IPO.
When a company (or conglomerate) buys out another company, they assume responsibility for all obligations that the purchased company has committed to. They also get all the tangible and intangible assets in the possession of said company. Let's say, hypothetically, that a company is bought wherein something of value (such as claims) had been sold. If the company bylaws state that said proceeds are to be distributed to the shareholders equally and such action has yet to occur, the purchasing entity has to arrange for the completion of this old business prior to or at the time of purchase.
In like fashion, the liquidation of the outstanding shares (if the bought entity is to end) would have to be arranged for. One way to do this can be through a tender offer. If the bidder in the tender offer attains 90 percent (or in some states 95 percent) ownership through the offer, the merger can be completed right away as a "short form" merger without a vote of the target's other stockholders. Other means can also be used.
Whatever means is being used to facilitate the buyout, it has to be in place and agreed to prior to the IPO, if the assets of the purchased company are being used to attract buyers at the IPO stage. It has to be documented (if not completed) prior to the IPO especially if the purchase is contingent upon funds raised during the IPO.
In order for all of the above to occur, we would have to get packages around (I'm hearing) Thanksgiving.
This is all I have. Hope this clarifies things. I don't "KNOW" that this will occur any more than anyone else who has ever shared what they hear/believe knows for certain. I only share what I have.
What I am hearing/piecing together from many conversations is that the 90 day window published for us to get a new Transfer Agent selected is, in actuality, an alternate means of putting a freeze on any CMKX transfers. It only takes hours to get a new transfer agent selected and another week or so to get the records up and on-line with them. This includes receiving the pre-printed cert forms and having the legal documents in place to allow for processing. The 90 day window is to lock in a firm shareholder list for those activities being worked.
My understanding is that the conglomerate is being formed and an IPO is in the offing at (approximately) the end of the 90 day window. This would be around the 28th of December.
In order for an IPO to occur, a prospectus has to be firmed up and filed with the agent (typically a bank) that is backing the IPO. A conglomerate can be formed and agreements put in place, to include contacts with the other companies forming the conglomerate, on the contingency that payments will be made from the funds raised during the IPO.
When a company (or conglomerate) buys out another company, they assume responsibility for all obligations that the purchased company has committed to. They also get all the tangible and intangible assets in the possession of said company. Let's say, hypothetically, that a company is bought wherein something of value (such as claims) had been sold. If the company bylaws state that said proceeds are to be distributed to the shareholders equally and such action has yet to occur, the purchasing entity has to arrange for the completion of this old business prior to or at the time of purchase.
In like fashion, the liquidation of the outstanding shares (if the bought entity is to end) would have to be arranged for. One way to do this can be through a tender offer. If the bidder in the tender offer attains 90 percent (or in some states 95 percent) ownership through the offer, the merger can be completed right away as a "short form" merger without a vote of the target's other stockholders. Other means can also be used.
Whatever means is being used to facilitate the buyout, it has to be in place and agreed to prior to the IPO, if the assets of the purchased company are being used to attract buyers at the IPO stage. It has to be documented (if not completed) prior to the IPO especially if the purchase is contingent upon funds raised during the IPO.
In order for all of the above to occur, we would have to get packages around (I'm hearing) Thanksgiving.
This is all I have. Hope this clarifies things. I don't "KNOW" that this will occur any more than anyone else who has ever shared what they hear/believe knows for certain. I only share what I have.