Aventura Equities Inc (AVNE): WNSH Reverse Triangular Merger... Fr...

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stervc

Re: None

Monday, 08/27/2007 4:52:10 AM

Monday, August 27, 2007 4:52:10 AM

WNSH Reverse Triangular Merger...

From the looks of things, it appears that a Reverse Triangular Merger is happening between the three companies below:
1. Appletree Capital Ltd.
2. Winsted Holdings Inc.
3. Appletree BDC

Since Appletree Capital Ltd. has already reversed merged into Winsted Holdings Inc., this would create certain restrictions for Appletree Capital Ltd. from buying back shares. This is why the buying back of shares is taking place through Appletree BDC. Eventually the three companies will be “one in the same” on one hand, but “separate” as operational deals are completed on the other hand. The completion of the Reverse Triangular Merger has one loop closed for completion since Appletree Capital Ltd. has already reversed merged into Winsted Holdings Inc.

The other loop will complete when Appletree BDC reverse merges into Appletree Capital Ltd. which has already reverse merged into Winsted Holdings Inc. This is when the “Reverse Triangular Merger” would be complete. This will be when all companies synchronize to become one company for the purpose of the shareholders, but operates as three separate entities as deemed necessary to expedite regulatory coordination/approvals for the completion through the release of news or SEC filings.

Reverse Triangular Merger Definition...

http://www.investopedia.com/terms/r/rtm.asp
When the subsidiary of the acquiring corporation merges with the target firm. In this case, the subsidiary's equity merges with the target firm's stock. As a result of the merger, the target would become a wholly-owned subsidiary of the acquirer and shareholders of the target would get shares of the acquirer.

This form of acquisition is often used for regulatory reasons.

The word "reverse" being used has nothing to do with a reverse split. There will be no reverse split per what the company filed and PR-ed. This is a type of reverse merger and not a reverse split. Our WNSH position of shares will remain unchanged. The above thoughts are just that... my thoughts. I hope they help.

v/r
Sterling

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