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Millstream II Acquisition Corporation
435 Devon Park Drive
Wayne, PA
19087 United States
Phone: 610-975-4909
Does anyone have an email address for their investor relations...would like to ask them some questions (can't call them from work).
MSMAW MANAGEMENT SHOULD RELEASE SOMETHING!!!!. EOM
Thermite. If they liquidate... then? Whats your take?
A garage sale? :(
Moving up again. Lets hope we saw the bottom.
Dont know. EOM
is msma going to liquidate?
Who knows? Volume doesn't look high but it's tanking again. If I had more money to risk i'd buy a few more lotto tickets.
Is the selling done? If so, it won't take much to get this back to .02.
good buy, I added at 0.014. GLTA
Bid just hit penny. :(
Somebody is selling the crap out of it this morning...could get down to a penny again.
at 2 to 3 cents its a good gamble. could get a 10 bagger out of it down the road
GM All. MSMA is holding at 5.37, you'd think the warrants would recover a little here. Once MSMA comes out with a new merger/acquisition target there should be value here. Of course effecient market theory suggest there isn't more than .023 at the moment.
Assuming tax selling late December and relatively low volume so far in 07, IMO we haven't seen the recovery yet but coudl get a mulitbagger out of this. Get your lottery tickets cheap but don't buy in too much until it runs. Better to chase than loose it all. GLTA
O/S A/S should be 9.2 million with an expiration in 2008.
Time to see a pump over MSMAW. Soon. IMHO
Millstream has also successfully merged in the recent past. So based off their previous success I wouldn’t doubt that they know what they are doing, and that they are serious with their acquisitions. Here is the PDF regarding that merger.
http://www.nationshealth.com/investors/pdf/PressRelease20040309.pdf
The warrents will not expire till December 2008. This is from one of the SEC fillings.
Each Unit ("Unit") consists of one (1) share of common stock, par value $.0001
per share ("Common Stock"), of Millstream II Acquisition Corporation, a Delaware
corporation (the "Company"), and two warrants (the "Warrants"). Each Warrant
entitles the holder to purchase one (1) share of Common Stock for $5.00 per
share (subject to adjustment). Each Warrant will become exercisable on the later
of (i) the Company's completion of a merger, capital stock exchange, asset
acquisition or other similar business combination and (ii) ________________,
2005, and will expire unless exercised before 5:00 p.m., New York City Time, on
____________, 2008, or earlier upon redemption (the "Expiration Date"). The
Common Stock and Warrants comprising the Units represented by this certificate
are not transferable separately prior to __________, 2004, subject to earlier
separation in the discretion of EarlyBirdCapital, Inc. The terms of the Warrants
are governed by a Warrant Agreement, dated as of _______, 2004, between the
Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and
are subject to the terms and provisions contained therein, all of which terms
and provisions the holder of this certificate consents to by acceptance hereof.
Copies of the Warrant Agreement are on file at the office of the Warrant Agent
at 17 Battery Place, New York, New York 10004, and are available to any Warrant
holder on written request and without cost. This certificate is not valid unless
countersigned by the Transfer Agent and Registrar of the Company. Witness the
facsimile seal of the Company and the facsimile signature of its duly authorized
officers.
I doubt it they will just find a better company to buy
Are they still going to liquidate this warrant? I thought they had til December 2008?
Agree!. Whoever was trying to close the deal on this needed to do their homework. Something was really wrong with this acquistition. Something wasn't right about the numbers. Sounds like this woman was keeping two sets of books.
The reason for doing this kinda of acquistion, is to get to the cash that company would have on the books. It would only have this if it were profitable. The competition sounds stiff as well.
why would they want to merge with a company losing money in the first place? with 25M in cash, in the bank, it seems that they could find a company with at least 2.5M in earnings. thats only 10%. they spent 2 years looking for a company to buy and this is the best they could find?
i think i could find a profitable company to buy next week if i had $25M laying around.
Nope I may try to call again next week.
I believe we will see 5 cents soon. Bounce back coming. IMHO
This is and absolute mind blower. That any company can generate this kind of revenue and still lose money. I know that most companies have debt and accounts payable but how much would this company eventually have to earn on and annual on a consistent basis to become profitable?.......I know that some companies withing their first 5 years can be generating a substantial amount of revenue and still be able to report losses. There are loopholes that allow them to take advantage of reporting losses for tax purposes but are in fact making big bucks. If its a non reporting company or a private firm its much much easier.
Afterall this isn't the airline industry. Its mind boggling. It also sounds like this companies books didn't look good and the competition didn't make this the best company to acquire.
great article...and fuck that guy that wants them to liquidate...i say we pay him a nice little visit and make him change his mind ;)
article from the philadelphia inquirer:
http://www.philly.com/mld/inquirer/business/16294815.htm
Posted on Fri, Dec. 22, 2006email thisprint thisreprint or license this'Blank-check' firm's investors nix the artificial-turf ideaMillstream, of Wayne, first raised money, then was to acquire a business for shareholders. But they voted: Not Sprinturf.
By Linda Loyd
Inquirer Staff Writer
Could it be a turf war? Artificial turf, that is.
Shareholders of a Wayne company formed two years ago to acquire a business - any business - in North America rejected proposals yesterday by management to acquire Sprinturf, a developer and installer of synthetic turf for athletic fields.
The acquiring company, Millstream II Acquisition Corp., raised $27.6 million in its initial public offering stock sale in December 2004 - and was trying to find a business "with significant growth potential" in which to invest that money, according to a filing with the Securities and Exchange Commission.
Millstream is what's known as a "blank-check" company, which raises money from investors first and acquires an operating company later. Millstream struck an agreement with Sprinturf in August in a transaction that would have left the artificial-turf installer a publicly held company. But a majority of Millstream shareholders voted against that plan.
Millstream chairman and chief executive officer Arthur Spector did not return telephone calls yesterday.
On Wednesday, Millstream announced that the Delaware Chancery Court denied a motion by one of its shareholders to block Millstream from holding the special stockholders meeting at 10 a.m. yesterday.
The plaintiff who had been seeking to prevent the shareholder meeting was David Moskowski, who owns 100 Millstream shares and is senior vice president of FieldTurf Tarkett, a Sprinturf rival.
Moskowski was unavailable for comment yesterday, according to a FieldTurf spokesman. He alleged in the complaint that Millstream II failed to give proper notice of the shareholders' meeting, according to SEC filings.
Moskowski had asked the court to order Millstream II to "proceed with a plan of liquidation and dissolution."
That's because, if the merger with Sprinturf failed by Dec. 23, Millstream's officers have to dissolve and liquidate Millstream within 60 days, according to a proxy statement sent to shareholders.
Shares of Millstream closed yesterday at $5.37, up 17 cents.
As of Sept. 30, Millstream had about $25.5 million in a trust account, maintained by an independent trustee, which was to be released if the acquisition of Sprinturf succeeded.
Millstream noted in a proxy statement that the market for synthetic-turf systems for athletic fields is "growing rapidly."
Sprinturf's customers include the Philadelphia Eagles, Major League Soccer team D.C. United, a half-dozen universities, including the University of Pennsylvania, and 150 high schools. Sprinturf reported $28.2 million in revenue during the nine months ended Sept. 30, up from $23.4 million in the same period a year earlier, Millstream said.
Sprinturf was not profitable during that period. Its net loss from operations decreased to $246,000 from the $2.1 million loss for the same nine months in 2005.
Competitor FieldTurf, a privately held company based in Montreal with 2005 revenue of about $190 million, describes itself as "the world leader" in artificial-grass systems, according to a posting on its Web site. Reached yesterday, CEO John Gilman said FieldTurf had "no interest in acquiring Sprinturf."
Asked about Sprinturf's interest in a merger to expand its market share, Gilman said: "If a company has the wherewithal to grow, good luck to them. We play our part in the industry, and a competitor plays theirs."
Sprinturf CEO Henry Julicher could not be reached yesterday.
Synthetic-turf systems for athletic fields are big business, and competition is fierce. The Synthetic Turf Council, an industry trade group, estimates that annual installations of synthetic turf for athletic fields in the United States increased 100 percent between 2003 and 2005, from about 400 installations in 2003 to about 800 in 2005, according to Millstream.
thermite: are you sure about your "no liquidation" statement? i am not claiming to be an expert on this warrant and wish the company would put out a "what's next?" press release. anybody interested in this warrant should go to octbb.com and read all the filings for msma. all of the recent filings seem to point to the the 12/8/06 proxy materials. one of the 12/8/06 filings is 361 pages. everyone should read all 361 pages. no one seems to know much about this warrant but there are statements in the filing about liquiation if the merger isn't complete. i have copied one page below but encourage everyone to read all the filings on the otcbb.com. if someone could summarize all of this it may be helpful for all. (i bought this at 1 cent on the 90% plunge and sold at 2.3 cents the next day). good luck to all on this.
again i am no expert on this and certainly not an expert on delaware corporate law. i do not know if the company can amend the articles of incorporation and keep on looking for a merger partner, if they can otherwise just keep on going, if they can just vote down a dissolution and keep on going, etc., etc.. i just don't know. again, a statement from the company would be helpful.
from the 12/8 proxy materials (i don't want to take just one page of 361 out of context so please read all of the filings):
Millstream II Acquisition CORP: DEF 14A, Sub-Doc 1, Page 21
Back to Contents
Vote Required to Adopt the Long-Term Incentive Plan Proposal
The adoption of the long-term incentive plan proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Millstream II common stock on the record date.
Vote Required to Adopt the Adjournment Proposal
The adoption of the adjournment proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Millstream II common stock on the record date.
Conversion Rights
Pursuant to Millstream II’s amended and restated certificate of incorporation, a holder of shares of Millstream II’s common stock issued in the initial public offering may, if the stockholder votes against the merger, demand that Millstream II convert such shares into cash. This demand must be made on the proxy card or by telephone or through the Internet as described on the proxy card at the same time that the stockholder votes against the merger proposal. If so demanded, Millstream II will convert each share of common stock into a pro rata portion of the trust account in which a substantial portion of the net proceeds of Millstream II’s initial public offering are held, plus all interest earned thereon. If you exercise your conversion rights, then you will be exchanging your shares of Millstream II common stock for cash and will no longer own these shares. You will only be entitled to receive cash for these shares if you continue to hold these shares through the effective time of the merger and then tender your stock certificate to the combined company. If the merger is not completed, then these shares will not be converted into cash.
The merger will not be consummated if the holders of 920,000 or more shares of common stock issued in Millstream II’s initial public offering, an amount equal to 20% or more of these shares, exercise their conversion rights.
Appraisal or Dissenters Rights
No appraisal rights are available under the Delaware General Corporation Law for the stockholders of Millstream II in connection with the merger proposal. In addition, because the sole shareholder of Sprinturf has approved of the merger proposal, she is not entitled to any dissenters rights under Pennsylvania law.
Liquidation
If Millstream II does not consummate the merger with Sprinturf by December 23, 2006, its board would adopt a specific plan of dissolution and liquidation pursuant to the provisions of the Delaware General Corporation Law. Pursuant to the terms of its certificate of incorporation, only holders of shares issued in Millstream II’s initial public offering will be entitled to receive liquidating distributions following the dissolution of Millstream II. Shares issued to Millstream II’s initial stockholders prior to its initial public offering will not be entitled to receive any liquidating distributions. The plan of dissolution would be submitted to stockholders for approval. The submission of the plan for approval by the stockholders would require the filing of a proxy statement with the SEC which could be subject to review by the SEC. As such, the process from the adoption of the plan of dissolution and liquidation by the board until completion of the plan and distribution of funds to the stockholders could take up to two to four months or possibly even longer.
Millstream II may not liquidate the trust account unless and until its stockholders approve a plan of dissolution and liquidation. Accordingly, the foregoing procedures may result in substantial delays in the liquidation and the distribution to Millstream II’s public stockholders of the funds in its trust account and any remaining net assets as part of a plan of dissolution and liquidation.
Proxies
Proxies may be solicited by mail, telephone, Internet or in person.
did you ever hear back from millstream?
MSMAW. Better move up next week now that the tax loss day is gone. I believe this is going to be the case here!.
Right. I bought today. I think we will see .10 easy. GO MSMAW.
The accumulation this week was fantastic, this is wound VERY tight. Though I think the best thing about today is most people found it safe to hold through a 4 day weekend, as there was really no sell off at all EOD. MMs took it down on NOTHING.
I see that the tacaw warrants expired in June of 05, if I am looking at the info on pinksheets correctly. I will wait and see. I am in FCCN and hope to do quite well there. It will offset this many times over, I hope.
CJV
TACAW anounced that there will be no merger and that they are going to liquidate right now. MSMAW has an altogether different story as they are not liquidating and are looking to complete the merger. Still a big gamble and if you feel nervous about your buy, try and get out with a little profit and move on. Not worth the sweat for some.
Go to otcbb alerts and look at a similar event Tacaw. I would call the company at msmaw and ask them what is up?
Pinksheets.com shows the expiration date as 12-16-08. I am new to warrants. H@@l, I did not even know this was a warrant. I am nervous about this stock that I recently purchased, based on drastic price drop and bogus reason for price drop.
Has anyone here been in warrants before and can tell me more about them?
CJV
The big question is this????, when was this particular warrant created?. Was it Dec of 2004?.......If this is the case it will have to dissolve itself. When you look at all the proposals that were voting against, in particular the enjoining of all 3 components of this structure it appears it was done to shield themselves from one having anything to do with the other.
Know what you're investing in first. This is a derivative. Most investors don't understand warrants or derviatives. The company has not informed investors of their intent or the future plan if any for this warrant. When was this warrant created?...Will they liquidate this or, use it for a future acquistion? Can this warrant be used for a new target?......Considering that each proposal the company had in play, the majority shareholders shot all of them down. D
Read this information then call the company and simply ask what is next?
http://en.wikipedia.org/wiki/Special_purpose_acquisition_company
Known as SPAC
deleted message.
This is news from Dec 21st giving details about what occurred @ the special shareholders meeting. MIND YOU the shareholder who shouted for the company to liquidate *causing the mass sell off* was upset that a special meeting was occurring. He cited that he didn’t believe that there was sufficient notice given to him by the other shareholders who wanted to conduct this meeting and wanted it to be stopped via court order which was denied to him.
20-Dec-2006
Other Events, Financial Statements and Exhibits
Item 8.01 Other Events
On December 20, 2006, Millstream II Acquisition Corporation issued a press release reporting that the Court of Chancery of the State of Delaware in and for New Castle County denied a motion seeking to enjoin Millstream II from holding the special meeting of stockholders currently scheduled for Thursday, December 21, 2006, at 10:00 a.m. This special meeting has been called for the purpose of considering the approval of Millstream II's agreement to acquire Specialty Surfaces International, Inc., d/b/a Sprinturf.
A copy of the press release is attached hereto as Exhibit 99.1
Interestingly this is the man who is vice president of the competitor company, of the company MillStream wants to aquire. Hmm no motive there right? lol
Form 8-K for MILLSTREAM II ACQUISITION CORP
21-Dec-2006
Other Events, Financial Statements and Exhibits
Item 8.01 Other Events
On December 21, 2006, Millstream II Acquisition Corporation issued a press release announcing that the holders of a majority of the common stock of Millstream II entitled to vote at the special meeting of stockholders held today voted against each of the following proposals: (i) to adopt the Agreement and Plan of Merger, dated as of August 11, 2006, as amended on November 15, 2006, among Millstream II, Millstream II Merger Sub, Inc. and Specialty Surfaces International, Inc. d/b/a Sprinturf; (ii) to adopt the second amendment and restatement of certificate of incorporation for Millstream II; (iii) to adopt the Sprinturf Corporation 2006 Long-Term Incentive Plan; and (iv) to adjourn the special meeting to a later date if there are not sufficient votes to adopt the merger agreement, as presented in the Millstream II proxy statement dated December 8, 2006.
A copy of the press release is attached hereto as Exhibit 99.1
How it reads to me is they voted not to finalize or agree to the acquisition terms as currently outlined. I do not see anywhere it stating that they have dropped the merger itself, just the current terms. This is the primary reason the PPS dropped, but it crashed because of the UNTRUE liquidation statement from an angry shareholder as follows...
WAYNE, Pa., Dec. 19 /PRNewswire-FirstCall/ -- Millstream II Acquisition Corporation (OTC Bulletin Board: MSMA - News, MSMAW - News, MSMAU - News; "Millstream II"), a special purpose acquisition company, announced today that it has been served with a complaint filed in the Court of Chancery of the State of Delaware in and for New Castle County seeking to enjoin Millstream II from holding the special meeting of stockholders currently scheduled for Thursday, December 21, 2006, at 10:00 a.m. This special meeting has been called for the purpose of considering the approval of Millstream II's agreement to acquire Specialty Surfaces International, Inc., d/b/a Sprinturf.
The plaintiff, David Moskowski, states that he is the holder of 100 shares of Millstream II common stock. The plaintiff identifies himself as a senior vice president of Fieldturf Tarkett, Inc., a competitor of Sprinturf. The plaintiff alleges that Millstream II failed to give proper notice of the special meeting as required by the Delaware General Corporation Law. The plaintiff's action requests that a temporary injunction be granted to prevent the special meeting from being held and that an order be granted requiring Millstream II to proceed with a plan of liquidation and dissolution. The Court has scheduled a telephonic Temporary Restraining Order hearing for 10:00 a.m., Wednesday, December 20, 2006.
Millstream II's management believes that the claims raised in this complaint are without merit and that notice of the special meeting was properly given. Millstream II intends to vigorously defend the action and will consider its other legal remedies as a result.
Come to your own conclusion but after the company clears the air with a PR describing their new plan and when people come to their senses and realize this sell off was a ridiculous double whammy of half fact and total fiction then they will see how seriously undervalued and oversold it now is. Place your bets, im all in and loading up.
This is a warrent, not a company..yet. They have 25 million$ to acuire a company within two years of the warrents expiration date which is december of 2008. The company who raised the $25 million
in an IPO are MSMA,and MSNAU. They both trade @ over 5$ and they have financials.
Yeah it does , check them out.
Checking out new threads.... does this company have financials? TIA
Hopefully they call back , this look it could bounce nicely
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