WWAT - will wait for reversal confirmation on Tuesday
(pure chart play)
Preferred Stock Convertible $.01 par value authorized 10,000,000; issued and outstanding: Series B 7% - 611,111 shares liquidation preference $550,000 as of September 30, 2007 and December 31, 2006
Common Stock, $.001 par value; authorized 275,000,000; 186,651,631 issued and outstanding at September 30, 2007 and 149,359,052 issued and outstanding at December 31, 2006
from pre14A:
At the meeting you will be asked to: (i) elect three directors; (ii) consider and vote upon an amendment of our Certificate of Incorporation to increase the number of shares of Common Stock we are authorized to issue to 400,000,000 (iii) consider and vote upon an amendment to our 1999 Incentive Stock Option Plan (iv) ratify the selection of our independent registered public accounting firm; (v) consider and vote upon an amendment to our Certificate of Incorporation to effect a reverse stock split of our outstanding common stock; and (vi) transact such other business as may properly come before the special meeting or any continuation, postponement or adjournment thereof. The accompanying Notice of Meeting and proxy statement describe these matters. We encourage you to read this information carefully.
Together with the other proposals included in this proxy statement, I am pleased to present to you information about our proposed merger with ENTECH, Inc. On October 29, 2007 we entered into an Agreement and Plan of Merger with ENTECH which sets forth the terms and conditions of the merger. We are proposing the combination with ENTECH because we believe it will provide substantial strategic and financial benefits to the Company and our stockholders. The transaction will result in a combined company with significantly enhanced solar technology and efficiency of our large solar applications.
If the merger is completed, ENTECH will merge with and into a wholly owned subsidiary of WorldWater. Under the terms of the Agreement and Plan of Merger, WorldWater will pay to ENTECH stockholders consideration of:
· $5.0 million in cash, which we refer to as the cash consideration,
· shares of WorldWater common stock, which we refer to as the stock consideration. WorldWater will issue 19,672,131 million shares of WorldWater common stock in the merger. As a result, ENTECH’s current stockholders will own approximately 10.1% of the outstanding common stock of WorldWater upon completion of the merger,
· earn-out consideration calculated as 5% of Merger Sub’s gross revenues determined in accordance with generally accepted accounting principles will be paid until the accumulated total of such earn-out payments paid by WorldWater to the ENTECH stockholders equals $5,000,000, and
· we will cause to be paid $1.3 million of ENTECH’s liabilities at closing.
(pure chart play)
Preferred Stock Convertible $.01 par value authorized 10,000,000; issued and outstanding: Series B 7% - 611,111 shares liquidation preference $550,000 as of September 30, 2007 and December 31, 2006
Common Stock, $.001 par value; authorized 275,000,000; 186,651,631 issued and outstanding at September 30, 2007 and 149,359,052 issued and outstanding at December 31, 2006
from pre14A:
At the meeting you will be asked to: (i) elect three directors; (ii) consider and vote upon an amendment of our Certificate of Incorporation to increase the number of shares of Common Stock we are authorized to issue to 400,000,000 (iii) consider and vote upon an amendment to our 1999 Incentive Stock Option Plan (iv) ratify the selection of our independent registered public accounting firm; (v) consider and vote upon an amendment to our Certificate of Incorporation to effect a reverse stock split of our outstanding common stock; and (vi) transact such other business as may properly come before the special meeting or any continuation, postponement or adjournment thereof. The accompanying Notice of Meeting and proxy statement describe these matters. We encourage you to read this information carefully.
Together with the other proposals included in this proxy statement, I am pleased to present to you information about our proposed merger with ENTECH, Inc. On October 29, 2007 we entered into an Agreement and Plan of Merger with ENTECH which sets forth the terms and conditions of the merger. We are proposing the combination with ENTECH because we believe it will provide substantial strategic and financial benefits to the Company and our stockholders. The transaction will result in a combined company with significantly enhanced solar technology and efficiency of our large solar applications.
If the merger is completed, ENTECH will merge with and into a wholly owned subsidiary of WorldWater. Under the terms of the Agreement and Plan of Merger, WorldWater will pay to ENTECH stockholders consideration of:
· $5.0 million in cash, which we refer to as the cash consideration,
· shares of WorldWater common stock, which we refer to as the stock consideration. WorldWater will issue 19,672,131 million shares of WorldWater common stock in the merger. As a result, ENTECH’s current stockholders will own approximately 10.1% of the outstanding common stock of WorldWater upon completion of the merger,
· earn-out consideration calculated as 5% of Merger Sub’s gross revenues determined in accordance with generally accepted accounting principles will be paid until the accumulated total of such earn-out payments paid by WorldWater to the ENTECH stockholders equals $5,000,000, and
· we will cause to be paid $1.3 million of ENTECH’s liabilities at closing.
Join the InvestorsHub Community
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
