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No specific news. Just another regular deal announced where NHLD was lead manager. But, about 80% of the volume was in 4 big block buys - 1.7 mil to start the day, then 100k, 400K, and 285K. Not chump change or momo stuff.
Only thing I can figure and this is as wild an azz guess as you can get, is that they partnered with LTS to do the deal. LTS is backed by backed by billionaire investor Dr. Phil Frost. LTS has also gone ballistic this year. It would not surprise me to see an initial filing of ownership of NHLD by Frost filed with the SEC in a few days. If that happens and earnings continue like last quarter, I see this at $1+ after May 2014 10Q is filed. JMHO FWIW.
2.75 mil! I'm on mobile was the news today that good or something brewing here? Either way I'm glad I held some!
NHLD rockin' today!
Merger is final! Go NHLD!
GTAX: Acquired by National Holdings Corporation (NHLD). Each share of GTAX issued and outstanding immediately prior to the effective time of the Merger (other than any dissenting shares), shall be converted into the right to receive 0.235019 shares of NHLD, subject to the terms of the agreement. Deletion Time: 7:58:40.
http://www.otcbb.com/asp/dailylist_detail.asp?d=10/16/2013&mkt_ctg=NON-OTCBB
Maybe my L2 is glitching? I use trade architect.
i'm seeing .09 X .095
Major Markets on Fire, release the hounds.....
maybe what's been happening here is flippers are slowly being sweated out, in which case we could make a nice leg up once the cheap stock is absorbed. time will tell.
some nice buys today
GTAX - .09 X .10, quietly making its move.
GTAX got bought up for 9million bucks plus debt elimination. Our current Market Cap is around 9 million bucks....That is why were not moving up. Natinal bought us by giving us 24 million shares of their stock...which is around 9 million bucks market cap..
Tomorrow!! Hopefully...
I would think so
I'm surprised we're not moving. Maybe a pr this week?
Hmm, NHLD some bidwhacking, selling at .341 now, down 7.84%, which means GTAX will still trade between .08 and .09
Definition of 'Merger Arbitrage'
A hedge fund strategy in which the stocks of two merging companies are simultaneously bought and sold to create a riskless profit. A merger arbitrageur looks at the risk that the merger deal will not close on time, or at all. Because of this slight uncertainty, the target company's stock will typically sell at a discount to the price that the combined company will have when the merger is closed. This discrepancy is the arbitrageur's profit.
Investopedia explains 'Merger Arbitrage'
A regular portfolio manager may focus only on the profitability of the merged entity. In contrast, merger arbitrageurs care only about the probability of the deal being approved and how long it will take the deal to close.
I was waiting on news for DAN~ but ended up needing the money to payoff a call. So I sold! That board probably wondered the same thing about my trade. Lots of reasons!
I agree! In this case it will take a day for news to get out.
GLTA!
Because ppl are impatient and bc buys didn't come out flying after the 8k ppl might think is that it.
I'm not selling, I'm holding.
Why would people sell today?
Usually the next day is the day to move. Lets see
Surprised that it barely moved...not sure what to think anymore...
hmm not moving on the 8-k, could be a case of merger abritrage (i.e. that 4:1 ratio I was talking out). Since we are not dealing with pump and dump penny mergers here, they actually may not get an insanely explosive move before it closes. There's still some time left today of course. I am going to see how this trades the next few days.
GTAX 8k
http://archive.fast-edgar.com/20130910/Aabt-A9naf-gj-i-axV-uxb-4L5-fD-oB/
Item 5.07 Submission of Matters to a Vote of Security Holders
On September 9, 2013, Gilman Ciocia, Inc. (the “Company”) held a special meeting of stockholders of the Company for the purpose of considering and voting on the proposals described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 9, 2013 (the “Proxy Statement”). Holders of 62,192,939 shares of common stock of the Company, representing approximately 64% of the shares of the common stock of the Company outstanding and entitled to vote as of August 7, 2013, the record date for the special meeting, were present in person or represented by proxy at the special meeting. A summary of the voting results on each of the proposals submitted to a vote of the Company’s stockholders at the special meeting is set forth below:
Proposal 1: Adoption of the Merger Agreement
The Company’s stockholders adopted the Agreement and Plan of Merger (the “Merger Agreement”) dated as of June 20, 2013, by and among the Company, National Holdings Corporation (“National”) and National Acquisition Corp. (“Merger Sub”) and the transactions contemplated thereby. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of National. The tabulation of votes on this proposal was as follows:
For Against Abstain
62,125,180 62,256 5,503
Proposal 2: Non-Binding Vote on Certain Compensation Relating to the Merger
The Company’s stockholders approved, on a non-binding, advisory basis, the “golden parachute” compensation payable to one of the Company’s executive officers in connection with the merger as described in the Proxy Statement. The tabulation of votes for this proposal was as follows:
For Against Abstain
61,707,174 400,641 85,124
Proposal 3: Adjournment of the Special Meeting
The Company’s stockholders approved one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies to approve the proposal to adopt the Merger Agreement. Because the Company’s stockholders approved Proposal 1, the Company did not need to adjourn the special meeting to solicit additional proxies in favor of Proposal 1.
For Against Abstain
62,088,896 95,237 8,803
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Gilman Ciocia, Inc.
(Registrant)
Date: September 10, 2013
/s/ Michael Ryan
Name:
Michael Ryan
Title:
President
3
haha! quite possibly!
gtax= gonna have to pay some nice capitol gains taxes on this trade :)
you're welcome.
I see that on my L2. Thanks!
we've got buying interest.
What does that mean, xzx? Reversal? New trader here.
Thanks and GLTY!!
GTAX bids triple-stacked at .08... enough said.
Appreciate all. THX
Yea basically, we want to see both move up after announcing that the vote passed, the merger will be closing on whatever date, etc. Then you have the option to sell your GTAX or hold until you receive NHLD shares, and see if NHLD goes up and up and maybe uplists etc. It really depends on the trader and what their timeframe is.
So we are right on the money with 9's showing. THX
Nope. I just know that NHLD should stay in an approximate 4:1 ratio to GTAX given the share conversion at the end (since one share of GTAX will be worth about 25% of a share of NHLD)
Any idea what the valuation might be?
You are mostly correct. There shouldn't need to be a symbol change after closing. I would guess GTAX would either cease trading or become one of those random shells left floating around on the pinks. GTAX holders would then receive their NHLD shares. Notice NHLD and GTAX are trading pretty close to the correct ratio right now.
You are correct that this vote is a stepping stone toward the closing. Hopefully it closes by the end of the month. Their 4th quarter ends 9/30/13. Perhaps an 8-k or press release about the vote this week will elaborate.
Thanks again ...good luck!
Again I need to defer to HDOGTX or JBJD or Talls who know the numbers better than I do. I saw one valuation of about .44
Thanks much appreciated... So with a positive we should see a steady rise to .40, at least that is what I read on this board for a conservative valuation.
Also go to this website and read the merger. It lays out exactly what, when and how conditions will be made. Hope info helps
www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9449667.
al8james, here's what I found on the OTC site,
"The merger is subject to approval by Gilman Ciocia's shareholders and customary regulatory approvals. The transaction is expected to close during National Holding's late fiscal fourth quarter or early fiscal first quarter.
From my limited knowledge, there's two pieces here 1) the vote which took place today and 2) the closing which If everything is consummated according to the companies stipulations an the debt is paid at the time of closing, then I believe the symbol needs to change. The stop would occur after the closing and the shares for listed shareholders as of a certain date will receive a percentage of National's shares for each GTAX share. It's listed in the agreement.
I'd check with HDOG for a confirmation of my info as he is the most knowledgeable on these issues.
How do these merger plays typically work? Is there a halt and a couple days after the vote that we trade again?
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Individuals may sign up for the free workshops listed above by visiting the company’s Website: www.gtax.com/seminars or by calling 1.800.TAX.TEAM.
About Gilman Ciocia, Inc.
Gilman Ciocia, Inc. is a leading provider of federal, state and local tax preparation services with offices in New York, New Jersey, and Florida. Founded in 1982, Gilman Ciocia caters to middle and upper income taxpayers who face an increasingly complicated tax code and must choose from a growing array of investment options. Gilman Ciocia is a member of the National Association of Tax Professionals and is recognized among the Top 40 accounting firms nationwide in 2006 by Accounting Today Magazine. Visit www.gtax.com or call 1-800-TAX-TEAM for more information and to find the office closest to you.
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