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Re: guardiangel post# 29204

Wednesday, 04/22/2015 9:03:50 AM

Wednesday, April 22, 2015 9:03:50 AM

Post# of 30046
The Radient/Provista LOI expired.

http://www.sec.gov/Archives/edgar/data/838879/000095012310064927/a56670exv10w1.htm

Dated July 6, 2010:

"Upon the earlier of (i) the expiration of the Due Diligence Period, or (ii) the waiver by both parties of their due diligence conditions, the Parties, hereby agree to negotiate in good faith the definitive documents related to the Merger upon terms and conditions that are standard and customary for and will use commercially reasonable efforts to close the Merger within ninety (90) days following the release of the due diligence contingencies (“Closing Period”)."


"Closing Period: In the event that RPC and PDI desire to move forward, the parties shall proceed in good faith during the following Ninety (90) day period to finalize the definitive documents relating to the Merger and to close the transaction.

The Closing Period shall be extended to the extent necessary to receive necessary approvals from RPC’s shareholders, including sufficient time to clear SEC staff and NYSE-Amex staff comments with regard to a Schedule 14A Proxy Statement. PDI understands that it will be required to provide U.S. GAAP audited financials prior to RPC filing such Proxy Statement and that preparation of such financials and RPC shareholder approval shall be conditions to closing of any definitive merger agreement."

There is absolutely no way the SEC would allow this merger to happen in 2015 under the terms of this 2010 LOI.



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