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Re: 99leadballoons post# 59331

Saturday, 01/16/2010 12:40:02 AM

Saturday, January 16, 2010 12:40:02 AM

Post# of 103340
You are correct..and I stand corrected..

I had a fairly long talk with my broker today after the close..I gave her the whole scenario including the TA going quiet.

First she said there are many ways a public company can spin-off a portion of their company into a private entity using a dividend share split..She said it is up to each individual company to decide how they want to do it..The new company has to have worth right from the start..They could move cash along with hard assets for that purpose..or there are many other combinations of that can be used..She said there were many ways to go and we would have to ask the IR dept what was happening or wait for a pr to see what they are going to do..I have a feeling if the TA isn't talking right now neither is the company which is the IR dept and told her so..She said the filing they would submit would spell out the details..I told her that the AS was almost maxed out and she said the AS couldn't be increased in the public company for the purpose of a dividend spin-off..I asked could shares be transfered from the public company and she said that in some rare case they could..but in most they stayed with the public company..She asked if the company was buying back shares and I said that we only know of a couple of million that have been bought back..All in all she said again that the new company will have to have a price per share based on the current worth of that company right from the start and that would be based on the total assets including any cash into the company..

I told her that the product that was being spun off was already making money and she said that depending on what date the company sets for revenue recognition for the sales..all or a part of revenue made by that product could go to the new company..Once the private company is on record all of the revenue must go to that company..

Talking about the TA and the fact that they are not giving us information right now..she said that in a dividend spin-off all shares in the public company have to be accounted for and all shareholder's of record accounted for before the dividend can be paid out..That the TA has that information and could be making sure before they give out any information that the totals for OS and AS are correct for the public company..She also said that some companies gag their T/A when a material event is ready to occur and before a materal filing comes out..She said she could also think of a hundred other reasons the TA has gone silent and wouldn't venture a guess..However..given all I gave her she said it is probably related to making sure everything is ready..I asked how long the process could take for the spin-off and she said it varies greatly from company to company depending on the size of the company and how easy it is to track down all the shares and if the spin-off is approved in the first place.

Again she said..that companies have many options how to proceed..but we should watch for the worth of the new shares to see how much was put into the new company and what is spelled out in the filing..Hope that helps some..but I do believe it leaves us just guessing until we know more...veno

As always..to each their own and do your own DD..