Viking Systems Inc (VKNG)

[buccaneer1961]

whats your assessment?

[TheFinalCD]

We just recieved our NOTICE OF MERGER AND APPRAISAL RIGHTS in the mail

[Renee]

VKNG: Viking Systems, Inc. merged into Arrow Merger Corporation. Shareholders receive $0.27 per share of VKNG. Deletion time 7:55:56

http://www.otcbb.com/asp/dailylist_detail.asp?d=10/05/2012&mkt_ctg=NON-OTCBB

[junkHustler]

You should see your shares disappear and the equivalent of .27 * (your shares) in cash appear in your account shortly. Either that or a cheque mailed to you but call your broker to find out what exactly is their method of operation for buyouts.

[lostinvestor]

I didn't sell. What happens now?
Am I at a loss?

[Renee]

VKNG:

http://www.otcbb.com/asp/dailylist_detail.asp?d=09/27/2012&mkt_ctg=OTCBB

[lostinvestor]

If the merger goes through and we havent sold do we loose our investment we made?

[gman3]

Not sure why you're asking me, but the primary change is that VKNG is now part of a large company that may or may not choose to do anything with it. As a stand-alone entity VKNG had their own identity, which gave it an opportunity to move rather quickly based on its success (or failure). I don't see Viking providing any significant share price increase to Chronimed in the short term. It's very intriguing technology and given the right people driving it, could make a splash in the market over time. Is Chronimed the right company - too early to tell. They were a familiar set of folks for Jed and a willing participant in providing a security blanket for Viking to develop at whatever pace it might establish. Is this good for shareholders of Viking, probably not, but that's the way it goes...

[TheFinalCD]

bottom line what really changed in the buy out offer?

[swampboots]

If no want to sell: automatic buyer is the merger master, your decision making is over unless you sell now.

[lostinvestor]

What happens if you don't sell? I am new to buying stocks and am a little confused.

[FUNMAN]

So much for the short squeeze pushing this higher.

I am glad I slid my money into something new.

[Rickety]

Hold Leverage:

Is anyone intending on holding on? There is a clause in the contract that talks about what can and cannot happen if they do not obtain 90% of the shares.

There are specific filing steps that would have to be followed (otherwise holding is the same as selling).

[UnallowedExistence]

Actually you can get that definition from a much more authorized source.
That source is the congress and I was surprised when I found out that
one doesn't need to use a general sec rule or even any sec rule to point
out the illegality of that game.It was specifically mentioned in one
of the old congress laws like the act of 1933 or 1934 or the like (I
don't remember exactly but I can search back for it).

Anyway by fake trading or fake volume I mean the buying and selling
of shares without real change in ownership for the purpose of creating
a false image showing big volume at a specific price.

[UnallowedExistence]

When I wrote this
http://unallowedthoughts.blogspot.com/2010_07_01_archive.html

and other posts elsewhere saying that those from the
sec who talked to me about this stock where looking
for information to serve the big guy who was trying
to keep the stock under his control I couldn't reveal
specifically what information they were looking for but
now I can.They were sent by the hedge fund guy to know
if it is I who made that big buying or somebody else.The
big guy knew it was probably me not some other big
competitor,beside him and the other big guy on the bid,
but wasnt sure so he sent the sec to get that information
from me based on my trust in them.How wonderful is that?

[junkHustler]

Define fake.

[UnallowedExistence]

I forgot and gave the wrong date there.It happened on
10/22/2009 not 10/21/2009.In addition,for those who may
get confused with the big volume I say that other than
what I bought the rest of that volume was fake.

[FUNMAN]

The short squeeze and this board seem to have fallen asleep.

I moved my VKNG money over to AERT when it was under 8 cents, and before it reported their financials. I'll enjoy that for a while until some new penny stricks my fancy.

[UnallowedExistence]

Some notes might need to be added here

First the statement that I caused the action that took this
stock higher and pressure the hedge fund guy here is probably
much more close to the truth than saying that I started the chain
of actions which led to that.

Second,all the financial offers those inside got,including this
lousy one,happened as a result to what happened in the market.
The PR and related sec filing the former CEO/current chairman issued
at the beginning of November 2009,probably because he thought that the
initial move in the price could be caused by a leak of insider information
and wanted to counteract that,had its big effect because it supported
the possibility to a big guy here that the big buying I did earlier
had been done by a big competitor who had a knowledge about the things
mentioned in that PR and sec filing.Other than that,the role of those
inside was almost entirely lowering the effect of what happened in the
market.They were to us shareholders like a lawyer who gets his client
a 10 year sentence when the client could have been acquitted based
on his own efforts without the lawyer's.

Third,when I spoke about those inside saving the big guy who was
taking the stock down and keeping it under pressure from the consequences
of the sho list and other things,I was not referring to that being done
through the big guy buying the shares they were pouring easily and
cheaply in the market(although that would also suffice to justify my
accusation).No,what I meant is consistent with what I have been writing
about this for a long time that Dutches financing was a face
for the big guy and so is the Clinton group and Conmed(at least for
the purpose of what is being done here).In addition I would be very
surprised if none of those investigations and lawsuit that was announced
related to this buy out was intended at least partly to distract from filing
a real lawsuit.

Forth,despite all the pump and dump talk by the profiles of the big
guy who came under pressure himself,the stock did not start its move
based on shallow reason.

If one imagines shares in the market as being a thick liquid that
takes a noticeable time to level itself back after someone scoops
from a pot containing it, then what I call a shallow reason would be
like when one base his actions on the thought or impression that
the temporary dip level created by a scoop done to the liquid represent
the level of the entire liquid.This did not happen as a result to my
buying.What reacted to my buying and initiated the move was a big
guy who is far from being misled by a thing like what I described
in the thick liquid example above.There is nothing special here.Any stock
can be taken to much higher prices if the big guys involved there
switch from compromising among them to a direct competition to obtain shares
of the stock.One way that could push the big guys to a direct competition
instead of compromising is if they think that another big guy entered the
arena who is not willing to abide himself with the compromising
that is going on.Thanks to those inside whose actions forced me to
reveal my being the source of the big buying (directly or indirectly
before these posts)I have much less chance to be mistaken for or have
a similar level of probability that my actions belong to some big
potential competitor again.

[UnallowedExistence]

Did anyone miss the amazing performance we saw here????????

This how you got things done people,watch and learn.
First you refuse to deal with the opportunity the market
gives you except at the crudest possible level.You dilute at low
price without care with registered shares in order to achieve
your project as if you discovered the next google.You react with
extreme arrogance toward your shareholders advice about how you
are being easily fooled and instead conspire against them.
Then..you agree to sell the company at price per share that
is a fraction of what the stock reached in the past on its own
before any of your "performance efforts".You sell under the
pressure of a price resulted from the pressure that you yourself
created in the market on the stock.

So what happened here?What happened to all those "overwhelming"
responses from surgeons?

I from the beginning found it hard to believe that us hospitals
with the money they generate would be content to take the lower
option based on merely the difference of cost like that between
the da vincy and the product of this company.After all convincing
the rich to sacrifice some benefits,and there is a big difference here,
in exchange for money saving he cares little about could be,if not
always is,harder than convincing the poor to stretch himself financially
for something he needs.

On the other hand I didn't see a reason against international
sales at the level it happened.

So my own thoughts from far away predicted results better than
any dependence on the statements of those in charge and their
understanding of what is around them.

For those still wondering,it was I who started the chain of causation that took
the stock to over the dollar range,and was on its way for much more
if it were not for the actions of those inside that saved the situation
for the big guy,after I bought over two million shares on 10/21/2009.
What we are receiving here is the remainder of the destruction
those inside did to the effect of that chain of causation which is still probably
much better than anything those inside could have gotten on their own.

[UnallowedExistence]

I do not understand how the total cash consideration of $729,540
for Jed Kennedy's options was calculated (page 7)?

[gman3]

Details of merger offer are on the SEC filing site. A lot to read with some detail on the price range, reasons, why, etc. Not sure how the other suits play into this, but something to chew on at least...

[diarch]

novice-my opinion only. 20 million is pocket lint to alternate suitors. Was Terumo or even Sony aware of the impetus to sell the cow? Holding out for a 3-4% gain? If you're sitting on a half million shares, not bad. If .27 is bankable (maybe not), for me, it's worth the price of admission to see if/how this ultimately unfolds. Always boils down to your cost basis and tolerance for the unkwowable. I'm comfortable and satiated with half a pie on the table. Good luck on your choice.

[novicetrader]

diarch..do you think there's even a slight chance for the buyout price to be upped at all(even if by just a few cents)?Wouldn't it be nice if another suitor popped up with a higher bid,is it just wishful thinking?I'm also probably going to do what you did,sell half & keep half,let's see.Bagholding this a long time now,still a bit underwater,but nice to see the loss shrink by a lot today.

[diarch]

ssc-yes, the quarter should be buried. Back-handed benefit: interest has been generated. I suspect most of the shares have been voted for the sale. White knight in a sandstorm. Bring on the legal beagles.

[ssc]

As usual the market presents yet another interesting set of choices. Sell now and get 26+ cents for your shares. But if another offer comes in that more positively values the market for the 3D product you could leave 10 or 20 cents or more on the table. Yet if you hold and the Conmed offer is withdrawn the price could fall back to 10 cents or even lower based on the horrible quarter just reported and a need for cash to continue to operate.

[CarlosII]

Hi diarch, suit will probably disclose any funny business but no doubt will be drawn out...

[diarch]

carlos-exactly as I did. Sold half. Half on the table. Fallback to 0.27 worst case. Why didn't they shop this?

[CarlosII]

after the fact yes but cnmd started down aft first pr...

[kimble1]

they dont like it YES and vkng having a poor quarter contributes to that

If VKNG blew the doors off with record earnings then sentiment would be different

[CarlosII]

sold half vkng this am, will play out rest - never a dull moment in pennyland...

[CarlosII]

vkng's Q has nothing to do w/cnmd, suppect their shareholder dont' like it - like u mentioned...

[kimble1]

i would think so ....VKNG quarter was no bueno

[CarlosII]

Looks like cnmd is taking a hit...

[Play4keeps2]

It now looks like dueling lawsuits!

[gman3]

That didn't take too long... This can't be good for anyone.

[junkHustler]

SHAREHOLDER ALERT: Law Firm of Levi & Korsinsky, LLP Announces Investigation into Possible Breaches of Fiduciary Duty by the Board of Viking Systems Inc. in Connection with the Sale of the Company to CONMED Corp.

NEW YORK, Aug. 14, 2012 /PRNewswire via COMTEX/ -- Levi & Korsinsky is investigating the Board of Directors of Viking Systems Inc. ("Viking" or the "Company")for possible breaches of fiduciary duty and other violations of state law in connection with the sale of the Company to CONMED Corporation.

Click here to learn more about the investigation: http://zlk.9nl.com/viking-systems-vkng , or call: 877-363-5972. There is no cost or obligation to you.

Under the terms of the transaction, Viking shareholders will receive $0.27 per Viking share they own, for a total approximate transaction value of $20 million. The investigation concerns whether the Viking Board of Directors breached their fiduciary duties to stockholders by failing to adequately shop the Company before entering into this transaction and whether CONMED Corporation is underpaying for Viking shares, thus unlawfully harming Viking stockholders.

If you own common stock in Viking and wish to obtain additional information, please contact Joseph E. Levi, Esq. either via email at [e-mail] or by telephone at [phone], toll-free: [phone], or visit http://zlk.9nl.com/viking-systems-vkng .

Levi & Korsinsky is a national firm with offices in New York and Washington D.C. The firm has extensive expertise in prosecuting securities litigation involving financial fraud, representing investors throughout the nation in securities and shareholder lawsuits. The attorneys at Levi & Korsinsky have been appointed by numerous courts throughout the country to serve as lead counsel on behalf of shareholders in major securities lawsuits and have successfully recovered multimillion-dollar damages awards on behalf of investors. For more information, please feel free to contact any of the attorneys listed below. Attorney advertising. Prior results do not guarantee similar outcomes.

CONTACT: Levi & Korsinsky, LLP Joseph Levi, Esq. Eduard Korsinsky, Esq. 30 Broad Street - 24th Floor New York, NY 10004 Tel: [phone] Toll Free: [phone] Fax: [phone] www.zlk.com

SOURCE Levi & Korsinsky, LLP

Copyright (C) 2012 PR Newswire. All rights reserved

[CarlosII]

http://www.marketwatch.com/story/shareholder-alert-law-firm-of-levi-korsinsky-llp-announces-investigation-into-possible-breaches-of-fiduciary-duty-by-the-board-of-viking-systems-inc-in-connection-with-the-sale-of-the-company-to-conmed-2012-08-14?siteid=nbsh

[kimble1]

one of two things happen

1) you will be offered shares at equal value in conmed

2) you will be forced to sell at 27 cents


most people simply sell at 26-27 cents (buyout price) and then if they want to buy company that purchased them they will do it on seperate transaction

BECAUSE there is always the possibilty that the shareholders of conmed will NOT like the deal and the shares of that compnay could go down

not sure if option #1 is available...if were you i would sell at 26-27 cents...and then decide what to do next on your own

[FUNMAN]

I would have liked a better offer and or better performance, but it is what it is at this point.

I feel very fortunate having watched the recent buying activity and joined in lowering my avg pps to .23

So I made myself a little better than "whole".

Big deal. It's time to move on and find the next possibility.

[Rowdig]

Sorry for my innocence on these matters, but what happens now for a person holding VKNG shares?

[gman3]

Everything ties back to Bard... From CONMED's History:

As CONMED’s business grew, so did its product line. CONMED expanded into the electrosurgery market with a line of disposable grounding pads and pencils. In 1987, the company went public issuing approximately 4 million shares. In 1989, CONMED completed its first major acquisition. It purchased Aspen Labs from Bristol Myers Squibb with this transaction making the company a very strong competitor in the electrosurgery market. In the 1990’s, CONMED acquired several competitive companies that were producing ECG electrodes and electrosurgery products. In 1997, CONMED completed the acquisition of Linvatec, which made the company the number two worldwide producer of arthroscopy products and orthopaedic powered surgical instruments. In 2004, CONMED acquired the majority of the Endoscopic Technologies business from C.R. Bard accelerating its penetration into the Gastroenerology and Pulmonology markets.

They can't use the excuse of not having enough money or enough experienced sales resources anymore with this acquistion and we'll see how things work out... It might be interesting to call some of the current distributors for Viking to see how they feel about this...

[gman3]

It does seem to be a fairly small price to pay and we haven't seen the full terms of the deal. Only my opinion here, but I think you are seeing that Viking realized that they did not have the scale and the value of the offering was not compelling enough to make the market transition quickly to 3DHD technology. The value of getting an integrated package with 3D might make more sense as it becomes a "system" rather than a bolt on package. I'm no expert on this market, but I'm guessing most surgical packages for MIS procedures come with some sort of visualization, which is 2DHD today. Is 3DHD really that much better? Does it warrant the extra 30-40K price tag VKNG was charging? Does it make sense to rip out the existing visualization and spend six figures just to go to 3DHD? I think they were building the message that it does, but it wasn't a slam dunk for the industry. If I was building or equipping a new OR, then yes it probably was, but Viking was selling a stand alone product not a package for MIS procedures. I still think this is a great opportunity long term, just that Viking didn't have the right mix of personnel and support (distributors, integrators, etc) to make it happen quickly. Plus, it does not appear they were going to the folks that suplied "systems" to include their visualization package - or they did and were not successful.

Also, we haven't heard a peep out of their hired guns for Sales and Mktg, so maybe they got on board and realized they needed a different focus and more resources to make it happen and getting acquired was the better answer. Tough to say as many of us are not well connected to any company insiders. This may have been the easy way out for VKNG and we'll have to see if anything more is made of the deal by CNMD going forward. I'll be reading my share voting papers closely to see what is revealed.

Has anyone seen if shareholders are just getting cash or CNMD stock for the VKNG shares? I'm at a break even point, which is discouraging, but not the end of the world. I do think that someone can be successful providing a system that is under the price point of ISRG with 3D visualization. How long has it taken ISRG to get to the point of selling 500 systems per year? CNMD could be a company that is positioned to bring that to the market, or Viking just took the first willing participant. We'll see how the story unfolds...

GLTA

[ssc]

The more you look at the numbers, the more something smells really bad. Viking CEO and BOD sold out for less than 2 times sales, and that was based on selling 10 units/quarter. Kennedy ramped up manufacturing capabilities for 50 units/month if I recall correctly. Recently he talked about 3D being the future of laparoscopic surgery and how we were at an inflection point. And now he can sell only 10 systems in a quarter? Seems like with a reasonable effort Conmed will have bought this company for almost nothing. And what about China? I don't know what kind of deal Kennedy, Mathews and the BOD got out of this, but it sure looks like the shareholders got screwed. Let the lawsuits begin.

[RogueBravo]

agree completely

[ssc]

As you form your opinion of the deal, it isn't difficult to guess how those who bought in the .40's feel. Such a great product, it's a shame Jed Kennedy and his management team could not successfully market it. Looking back at the presentation that has been on their website for over a year with it's 5% market share projected to be $100,000,000 in sales, my opinion is that Conmed is getting a great deal and current shareholders lost out on a great opportunity compliments of incompetent executives.

They sold 10 systems in 3 months? And none in the U.S.? Am I reading that correctly? I'm probably too skeptical, but it sure looks like they weren't even trying.

[gman3]

Interesting turn of events. I wasn't expecting a buyout this soon, but based on Q2 sales, it appears that the vision system needs to be packaged with other devices as a system - appears CONMED was the choice. I have to do some more research on them to really form an opinion of this deal...

[hedge_fun]

CONMED Corporation to Acquire Viking Systems, Inc.

CONMED Corporation (NASDAQ: CNMD) and Viking Systems, Inc. (OTCBB: VKNG) (OTCQB: VKNG) today announced that the companies have entered into a definitive agreement providing for CONMED to acquire Viking for $0.27 per share in cash. The purchase price represents a 42% premium over the closing price of Viking's common stock on August 13, 2012. The total expected consideration, including amounts to be paid in respect of in-the-money stock options and warrants, will be approximately $22.5 million.

Under the terms of the transaction, a wholly-owned subsidiary of CONMED will promptly commence a tender offer to purchase all of Viking's outstanding shares of common stock for $0.27 per share in cash. Following successful completion of the tender offer, CONMED will acquire all remaining shares not tendered into the offer through a second-step merger at the same price as in the tender offer.

The proposed transaction has been approved by the boards of directors of both companies. In addition, certain Viking stockholders have entered into a Tender and Voting Agreement under which they have agreed, among other things, to tender into the tender offer all shares of Viking's common stock that they beneficially own. As of August 13, 2012, this Tender and Voting Agreement represents commitments to tender an aggregate of approximately 43% of Viking's issued and outstanding shares.

Consummation of the tender offer is subject to various conditions, including a minimum tender of at least a majority of outstanding Viking shares on a fully diluted basis and other customary conditions. The tender offer is not subject to a financing condition. The tender offer is expected to be launched by approximately August 27, 2012, and CONMED expects the transaction to close in the fourth quarter of 2012.

"The Viking line of 3-D High Definition surgical video products represents a strategic addition to our general surgical imaging franchise," commented Mr. Joseph J. Corasanti, President and CEO of CONMED Corporation. "Viking is at the forefront of three dimensional HD surgical imaging, and we believe that merging this technology with our established worldwide marketing and sales teams will expand the use of superior surgical visualization benefiting both surgeons and their patients."

"This is a significant milestone for Viking," said Jed Kennedy, President and CEO of Viking. "We are excited to join together with CONMED, which shares our vision for 3D-HD surgical imaging and has an established reputation for innovation and excellent customer service. Viking's Board of Directors recommends that all stockholders tender all their shares into CONMED's offer."

Viking's lead product, the Viking 3D-HD Vision System, is an advanced three dimensional vision system which employs a flat screen monitor and passive glasses. It is used by surgeons during complex minimally invasive laparoscopic surgery, with applications in urologic, gynecologic, bariatric, cardiac, neurologic and general surgery. It is believed to be the only stand-alone 3D laparoscopic vision system available today that is both FDA-cleared and CE-marked. Viking's 3D-HD system is uniquely positioned to fill the gap between conventional 2D-HD systems and the 3D-HD visualization systems that are available only as a part of high cost robotic systems. Viking also manufactures 2D digital cameras that are sold to third party companies who sell to end users through OEM programs.

CONMED anticipates that its present 2-D surgical video research and marketing team in Santa Barbara, California will be consolidated into the Viking group in Massachusetts over the next year. It is expected that the transaction will initially be neutral to adjusted earnings, although CONMED will incur transitional costs associated with the consolidation.

Sullivan & Cromwell LLP is serving as CONMED's legal advisor, and Trombly Business Law, PC is serving as Viking's legal advisor. Cantor Fitzgerald & Co. is serving as Viking's financial advisor.

About CONMED

CONMED is a medical technology company with an emphasis on surgical devices and equipment for minimally invasive procedures and patient monitoring. Its products serve the clinical areas of arthroscopy, powered surgical instruments, electrosurgery, cardiac monitoring disposables, endosurgery and endoscopic technologies. They are used by surgeons and physicians in a variety of specialties including orthopedics, general surgery, gynecology, neurosurgery and gastroenterology. Headquartered in Utica, New York, the Company's 3,400 employees distribute its products worldwide from several manufacturing locations.

http://ih.advfn.com/p.php?pid=nmona&article=53812833

[gman3]

I would tend to agree and hope it's for positive reasons. Here's hoping for a report by tomorrow rather than the 20th :)

GLTA

[FUNMAN]

We're all looking forward to learning what's happening.

They're not just waiting longer than in the past just to release normal revenue and expense information. I beleive the delay is related to lawyers being involved and seeking just the right words to reveal what ever has been happening.