CL101 Wednesday, 11/15/17 02:55:55 AM Re: None Post # of 12561 Continues from my last post: https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136203954 ============================= HERCULES LOAN DOESN'T HAVE TO GET PAID OFF TO ANNOUNCE M&A (all they need is a letter of consent from Hercules) getfilings.com/sec-filings/121127/NUPATHE-INC_8-K/ (M&A prevention clause like AMDA's) "The Loan Agreement contains operating covenants including, among others, covenants restricting NuPathe’s ability to incur additional indebtedness, pay dividends or other distributions, effect a sale of any part of its business and merge with or acquire another company." www.sec.gov/Archives/edgar/data/1280784/000115752314001278/a50836436ex99_1.htm "2. In February 2014, Teva Pharmaceutical Industries Ltd. (NYSE:TEVA) completed its acquisition of Hercules portfolio company NuPathe Inc. (NASDAQ:PATH) at a price of $3.65 per share in cash and the right to receive contingent cash consideration payments of up to $3.15 per share, net to the seller in cash without interest." www.sec.gov/Archives/edgar/data/1280784/000119312514177276/d714950d10q.htm (page 29 shows remaining balance before M&A) www.sec.gov/Archives/edgar/data/1280784/000156459014003326/htgc-10q_20140630.htm (page 23 shows balance post M&A = i believe teva pharma took over the debt) here is the agreement of 3 parties ( i haven't read it yet): www.getfilings.com/sec-filings/140121/NUPATHE-INC_8-K/a14-3893_1ex99d3.htm so in between, i bet they amended or just notified hercules about the event of planned M&A & received letter of consent and permission...obviously they got an "ok" from hercules" www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001375200&type=&dateb=&owner=exclude&start=40&count=40 (ticker = PATH, if you want to dig for the loan amendments or Letter of Consent from Hercules) ============================== A few days ago: "Roku did not mention how much it spent for the Danish firm, but the company did reveal an unspecified $3.5 million acquisition in a regulatory filing Thursday. Variety has also reported that Dynastrom employees have been listed as Roku employees on LinkedIn since September." http://www.nasdaq.com/article/roku-stock-climbs-after-possible-smart-speaker-acquisition-cm875823 Sound familiar right? Zimmer VPs to AMDA....as Black Ops Before M&A - Via personnel = Zimmer sent Dana Lyons & Ryan Longs to AMDA & possibly more behind the scenes (more on Boston's Blog): https://amedicablog.wordpress.com/2017/09/12/zimmer-amedica-connections-via-personnel/ =================================== Another Example without annual meeting for the year, but replaced with DEFM14A (I have 50+): https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000883587&type=&dateb=&owner=exclude&start=40&count=40 Fiscal Year Starts = July 2006-09-19 Filed NT 10-K 2006-11-09 Filed NT 10-Q (Q1) 2006-12-18 Filed 10-K 2007-02-02 Filed 10-Q (Q1) 2007-02-13 Filed NT 10-Q (Q2) 2007-03-15 Filed 10-Q (Q2) 2007-05-03 M&A 8-K Filed to announce the deal. 2007-06-26 DEFM14A (M&A voting special meeting) Filed; There was no DEF 14A (annual meeting) for 2007 But in previous years, there was annual meeting (DEF 14A) yearly: https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000883587&type=DEF+14A&dateb=&owner=exclude&count=40 ========= From Nov 15th til Dec 2nd: M&A announcement possibility due to these 2 conferences: ***** Nov 16th - Zimmer Conference in London http://investor.zimmerbiomet.com/news-and-events/news/2017/11-08-2017-220027979 ***** CSRS Annual Meeting 2017 NOVEMBER 30–DECEMBER 2, 2017 Hollywood, FL https://www.amedica.com/news-media/events BOTH Amedica & Zimmer will be there too: http://www.csrs.org/events/exhibitor-information/ *** Don't get caught off guard if M&A ever annouce between this time frame *** *** Zimmer sometimes announce the news before the conference, so they have some new toys & techs to brag about at these conference *** After they acquired Centerpulse & Implex: "The investor meeting will include both presentations and a technology exhibit featuring products from Zimmer as well as products acquired through the Centerpulse transaction. These include Minimally Invasive Solutions(TM) (MIS(TM)) Procedures and Technologies, spinal systems, advanced bearing surfaces, orthobiologics, and Trabecular Metal(TM) Technology." http://investor.zimmerbiomet.com/news-and-events/news/archive/02-12-2003-192536329 =========================================== Since we don't have an annual meeting yet, the deadline to send out proxy cards & to file DEF 14A (regular annual meeting) = Dec 8th & to meet on Dec 29th (last business day of the year)...20+ days rule. After Dec 8th (Last chance for regular annual meeting scheduling), then we are DEFINITELY fall into M&A scenario! (or BK situation for some companies that i have seen ....of course not AMDA with less than $1 mil debt is paid down from over $20 mils+ loan) If so, then we will fit into this example (announce in December, then vote in 1Q = DEFM14A): https://www.sec.gov/cgi-bin/browse-edgar?CIK=pace&owner=exclude&action=getcompany January 26, 2016 = 10-K December 13, 2016 = M&A new on 8-K February 13, 2017 = DEFM14A Filed to schedule M&A voting. *** As I dug thru. 300+ M&A deals, I even saw companies quickly filed DEFM14A in 7 days after M&A 8-K filed *** No 2 M&A scenarios are the same! =================================== We are crossing 100 days since the ISO image tweet on their twitter page: https://twitter.com/AmedicaCorp *** Don't be surprise if randomly we have Japan news pops up *** ============================== Cash & Hercules Loan? I really want to see how Sonny get some quick cash in just 15 more days! M&A announcement will solve all issues anyway = warrants will be all converted into cash They can't file S3 S1 taks 45 days to proceed, by then it's Jan 2018! SMH! Sonny said "pay hercules loan off sooner" = Dec 1st is the last chance to pay it off sooner!!! Last payment = Jan 1, 2018 = RISK of Hostile takeover starts (bidding wars) = Zimmer has the biggest to lose! AMDA is free to roam as soon as Hercules loan gets paid off! ==================== Long & Strong until the M&A day BULLs don't feed the BEARs Hold tight to your shares. For me, they push it down, I buy! Mentality: At the end of this whole M&A saga... It's all about the X amount of shares i have vs. fully diluted OS = a fixed % of the cut on the deal to me!