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Hello REAL BULLs...yes only REAL BULLs...
Today, sharks triggered short sale Circuit Breaker again...& they will tell you, there is no such thing as NAKED-shorting in this world! & telling you that people are selling...we didn't do nothing; we are innocent; we didn't commit any crime!
now let's begin w/...
FAIL-TO-DELIVER on SEC's website = NAKED SHORTING & the worst was front-running NAKED SHORTING not just naked shorting.
20180615|023435407|AMDA|600|AMEDICA CORP COM PAR $0.01|1.09
20180619|023435407|AMDA|1282|AMEDICA CORP COM PAR $0.01|1.03
20180620|023435407|AMDA|100|AMEDICA CORP COM PAR $0.01|1.03
20180702|023435407|AMDA|100|AMEDICA CORP COM PAR $0.01|0.94
20180705|023435407|AMDA|2263|AMEDICA CORP COM PAR $0.01|0.87
20180706|023435407|AMDA|69134|AMEDICA CORP COM PAR $0.01|0.74
20180709|023435407|AMDA|301714|AMEDICA CORP COM PAR $0.01|0.79
20180710|023435407|AMDA|399216|AMEDICA CORP COM PAR $0.01|0.76
20180711|023435407|AMDA|458023|AMEDICA CORP COM PAR $0.01|0.74
20180712|023435407|AMDA|434282|AMEDICA CORP COM PAR $0.01|0.82
20180713|023435407|AMDA|788893|AMEDICA CORP COM PAR $0.01|0.54
(remember this day??? manipulation at its finest!!!)
20180716|023435407|AMDA|2210180|AMEDICA CORP COM PAR $0.01|0.53
(The 2 plus millions shares FAILED to deliver!!!)
20180717|023435407|AMDA|929613|AMEDICA CORP COM PAR $0.01|0.51
20180718|023435407|AMDA|448348|AMEDICA CORP COM PAR $0.01|0.51
20180719|023435407|AMDA|181874|AMEDICA CORP COM PAR $0.01|0.51
20180720|023435407|AMDA|178612|AMEDICA CORP COM PAR $0.01|0.48
20180723|023435407|AMDA|58536|AMEDICA CORP COM PAR $0.01|0.48
20180724|023435407|AMDA|23560|AMEDICA CORP COM PAR $0.01|0.47
20180725|023435407|AMDA|3887|AMEDICA CORP COM PAR $0.01|0.48
20180726|023435407|AMDA|3801|AMEDICA CORP COM PAR $0.01|0.47
20180727|023435407|AMDA|10675|AMEDICA CORP COM PAR $0.01|0.46
20180730|023435407|AMDA|16929|AMEDICA CORP COM PAR $0.01|0.47
20180731|023435407|AMDA|10904|AMEDICA CORP COM PAR $0.01|0.53
https://www.sec.gov/data/foiadocsfailsdatahtm
*** Sharks are not committing a crime until they are checked & caught by authorities ***
7/31/2018 576,846
7/13/2018 1,410,269
7/29/2018 523,661
https://www.nasdaq.com/symbol/amda/short-interest
========================================================================
https://www.sec.gov/cgi-bin/browse-edgar?CIK=amda&owner=exclude&action=getcompany
LOOK INTO THE FILE "424B4", PAGE # 1:
"SALE OF THE COMPANY" IS THE CURRENT PLAN...to be honest, w/o that info. stated in the filing, I sleuthed, sniffed, affirmed & expected this BIG merger w/ Zimmer months ago already.
AMDA is merging w/ Zimmer & isn't going SOLO!!! Doesn't matter how the BEARs keep spinning it, FACT is FACT...better watch out for surprise checkmate from Sonny & Zimmer.
2Q' 2018 Report:
Hello REAL BULLs:
First off, OSI involvement topic again:
https://imgur.com/a/tUAkPFh
Basically, the BEARs want to tell the whole world that "oh, look, look, it's not Zimmer, it's OSI, so sell your shares...LMAO."
Zimmer + Biomet planned all this, way before Zimmer & Biomet Merger in 2014!!! Just keep reading.
The REAL BULls that already did their research/DDs should know that:
1. Orthopaedic Synergy, Inc. (OSI) owns OMNIlife Science Inc.
2. Zimmer's President of the Orthopedics Implant Division, Guy Mayer, joined OSI back in 2013 as a BOD.
https://www.zoominfo.com/p/Guy-Mayer/382663
3. OSI helped Amedica to design their solid MC2 silicon nitride femoral - then, they ran a biomechanical testing with a STRATEGIC PARTNER, which is Zimmer (Amedica femoral head articulates against Zimmer's acetabular cup) & yielded better results than the gold-standard femoral head, which use ZTA biomaterial.
http://www.amedica.com/news-media/press-releases/detail/95/amedica-announces-results-of-independent-femoral-head-wear
As you can see from the image I posted last time:
https://imgur.com/a/g2mKZhF
Hips & Knees are Zimmer's bread & butter (main income). Also, Zimmer holds #1 spot in these 2 industries. It makes perfect sense for Zimmer to find ways to cut cost by trying to have their own brand in femoral heads for their hip replacement product lines without having to get the supplies from the middle man (current gold-standard, ZTA biomaterial) & also to compete and steal their market share in the future as well...since Si3N4 biomaterial is safer & perform better than others. In addition, they have to defend their pot of gold as well. This will lead to a logical point that Amedica hip testing' strategic partner is Zimmer, which means it can't be Zimmer's hip business competitor. If their competitor is the strategic partner, then why they bother to test Amedica's Si3N4 femoral head with Zimmer's acetabular cup??? MAKE NO SENSE!!!
Once the test is successfully done:
Hello REAL BULLs:
Pretty cool huh Big Bears? Illegal Naked shorting to knock the share price down & triggered the circuit breakers twice in 7 days. Just simply google "Nasdaq Circuit Breaker" to see the info. Sharks want shares from little retail investors, so they manipulate share price via naked shorting. Manipulation at its finest! As for preferred shares conversion, there are "participate" & "non-participate" types of preferred shares in the case of M&A scenario. Just simply google "participate" & "non-participate" preferred shares" to learn. So not all preferred shares holders will benefit from M&A. Also, there is a limitation on increment of % of ownership from 4.9% to 9.9% & up to 14.9% (maximum) which require 60-calendar-days notifications first. It means all these BS about fully diluted (it will not happen overnight) is just scare tactics from BIG BEARs...& of course they are postings on all message boards to confuse the REAL retail investors. So be careful of what you are reading! Don't forget Japan clearance is imminent, will show up any time now, which will follow the M&A announcement based all of the DDs, esp. the recent S-1 filings already spelled out clearly "SALE OF THE COMPANY" is the plan. Any REAL BULLs have done the available DDs should know Zimmer is the buyer! At of this moment, Sharks want shares to profit from M&A for share per share exchange with Zimmer & possibly to cover the hidden fail to deliver positions...not to profit 10% by flipping shares...LMAO...obviously Sharks will use all methods to steal shares from the little retail investors.
Zimmer's net income was down 42% as of Q1' 2018 vs. Q1' 2017. Their revenue is pretty much flat w/o much growth. They need this tech to turn the ship around, period. There is no other magical formula to fix their stalling business. Strykers used to be 60% bigger than Zimmer's in Market Cap. As of now, Strykers is almost 300% bigger than Zimmers....lol...Hanson...come on dude. How will Zimmer's new CEO (Hanson) going to tell his investors in the upcoming CC for Q2' 2018 this month? More "blank" shooting & deliver "nada" again???
It's all about the SYNERGY. Zimmer's resources & connections with hospitals & surgeons will fully commercialize this technology & to rule the ortho world once they take over the tech. So far, it's about 6 to 7 years of plannings & pulling the strings behind the scene to use AMDA to verify the tech, which is their risk-free approach! It's about time to show up Zimmer!!! Stop hiding you bastard!
As of the up coming merger that we are waiting for the strategic announcement, the valuation of the merger will be based on the SYNERGY from Zimmer & Amedica. Each billion dollar in revenue this tech can help Zimmer to bring in will add $4 Billion Market Cap to their securities valuation.
China & Japan alone can easily help to Zimmer to bring in at least $300 mils yearly in Spine revenue (lots of room to grow for Zimmer in Spine, Dental & S.E.T). Five years from now, the full penetration period reached, it will be no doubt that this tech will help Zimmer to gain billions in revenue with others IPR&D devices/products cleared later world wide.
Zimmer's current OS is around 210 mils shares. Each billion dollar in reveneue increased will add $4 Billions in Market Cap, which translate into 30 mils plus shares that Zimmer have to shell out to own this tech.
30+ mils /210 mils = around 15% of their current OS, which is under the 20% threshold = no voting on their end. AT THE WORST CASE SCENARIO, It means every share of AMDA will be exchanged for each share of Zimmer...& it will be some extra "Contigent Value Right" payouts on IPR&D milestones as well.
So the combined value of the new company will be valued at the minimum of $27 Billions plus later. It's all about the SYNERGY. Without Biomet merger, Zimmer was still stucked at $4 billion yearly revenue ($13 Billion Market Cap). After Biomet merger, Zimmer's revenue increased to $7.8 Billions ($23 - 25 Market Cap) by the end of 2017. Zimmer paid stock & cash to merge with Biomet in 2014.
Please see this image for the info:
https://imgur.com/a/g2mKZhF
All info. pulled from their 10K.
http://investor.zimmerbiomet.com/financial-information/sec-filings
====================================================
99% M&A already, I am waiting for the strategic announcement (1%). I can't wait to read the details of the deal! Also, don't listen to the ill-advice from sharks that tell you to set stop-loss!!! Market Makers trigger stop-losses to drive price down. Sharks are getting more & more aggressive. So be careful! Come on Japan, it's about time to clear the last piece of puzzle...so they can announce the pending Merger!
Hello REAL BULLs:
First off, they filed the DEF14A to host a mandatory annual meeting that they owe NASDAQ & shareholders would make the M&A off the table? LMFAO. General Annual meeting (DEF14A) & Special Meeting for M&A (DEFM14A) are 2 different events. The final deadline for the Annual Meeting (for the year of 2017) that NASDAQ gave to them until June 30th, 2018 is NOT a joke (but instead a last chance by the new revised rules). If they missed to meet on that day, it will be INSTANTLY delisted right away without anymore mercy! The old rules ... any companies that missed the annual meeting by Dec 31st yearly (if the fiscal year starts on Jan 1st), would get delisted right away. Until recently, SEC granted new rules on annual meeting & listing:
Proposed Revision
https://www.sec.gov/rules/sro/nasdaq/2015/34-76731.pdf
Order Granting Approval
https://www.sec.gov/rules/sro/nasdaq/2016/34-77137.pdf
Why the heck Sonny wait until now to host the annual meeting? Why not get that done last year? Possibly like the BEARs said, he might get voted out ("BAD BOYs" might have held more voting shares go against the voting). It looks like the "GOOD BOYs" holding more voting shares by now...or else Sonny will risk himself to get voted out & screw up the whole M&A Plans in the work (yes with Zimmer, so many pieces of evidence point to Zimmer!). Another important point, think "Corporate Image" is important too, esp. when you are merging with a big cap company (500 fortune companies). Clearing off the NASDAQ delisting warning is to fix the "Corporate Image" as well...and possibly is required for the MERGER process too. I posted previously that some companies skipped the annual meeting & they just hosted the special meeting to vote on the M&A. From 500 examples, only 80 cases (16%) out of 500 cases skipped the annual meeting, here is the image again:
https://imgur.com/a/3tXj8Ck
It means 420 companies (84%) hosted both types of meeting in the year they had M&A event. So again, hosting a late, mandatory Annual Meeting that they missed has nothing to do with the M&A in the work (YES WITH ZIMMER, BANK ON THAT!!!). Here is the list of 27 cases out of 420 cases that announced M&A news just days AFTER they filed the DEF14A (to host General Annual Meeting), not after the meeting day:
https://imgur.com/a/iCkdxY9
Anyone can go to here to search & verify all info:
https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html
So the BEARs can keep spinning, but nothing can stopped the M&A in the work...ESP. THEY CLEARLY SPELLED OUT "SALE OF THE COMPANY" IN THE RECENT S-1 & PROSPECTUS FILINGS, which they never ever disclosed these set of words in previous years. I still strongly believe Japan Clearance is the last piece of milestone they are waiting on. I also think it will be a FULL CSC clearance like in EU & Australia (cough cough the FraudDA on this). On previous post, I laid out the theory that the Australia Clearance on FULL CSC is just to play a "supporting role" together with EU Clearance in FULL CSC to support the Japan Clearance (hopefully FULL CSC). Last post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=140745730
Now, look at these newly joined members:
https://www.fda.gov/MedicalDevices/InternationalPrograms/IMDRF/default.htm
So after the Japan Clearance, it will be easy to get Clearances in the countries from other members in IMDRF.
In addition, I mentioned about "ZERO liabilities" preparation is what Sonny is setting up to Merge with Zimmer. A simple "Acquisition" transaction like they had on LDRH back in 2016 for a billion dollar doesn't require much of the preparation work from the target company. "Merger" is more complicated than "Acquisition". Liabilities is the last thing that acquirer wants from the target company.
Hello REAL BULLs:
Can the REAL BULLs help to make sure this post will not be flushed & buried to page 10th later...LMAO...BEARS don't want good info. to be read by REAL BULLs!!! THANK YOU!!!
======================WHY THEY NEED $15 MILLIONS CASH?============
WHY Sonny WTF? They are using that $$$ to hire male/female strippers for entertainment, damn! look at the current job openning:
https://www.indeed.com/cmp/Amedica/jobs
JOKES!!! These positions already filled.
It's a type of "CASH FREE (free cash on hand), DEBT FREE, ZERO LIABILITIES" valuation (High #) on AMDA that they are setting up:
https://www.wallstreetoasis.com/forums/cash-free-debt-free-basis
https://www.divestopedia.com/definition/5756/debt-free-cash-free
IF they ask the banks for loan (they have to put the assets on lien again...doesn't make sense; & it's not debt free then! $$$ from the preferred shares is like a pre-payment money to take care all necessary steps for the Merger & AMDA owes them shares. The deal will have special treatments for these preferred shares - Here are some real M&A examples:
Hello REAL BULLs,
First off, AMDA will be on Nasdaq Regsho Circuit Breaker again tomorrow. Big Bears said "it's not naked short sale"; there is no such thing as "share price manipulation" using naked shorting. sure sure sure...
BEARS say there is "No naked short", then why there is such thing as "Failed to deliver", see below data:
https://www.sec.gov/data/foiadocsfailsdatahtm
SETTLEMENT DATE|CUSIP|SYMBOL|QUANTITY (FAILS)|COMPANY NAME|CLOSING PRICE ON PREVIOUS DAY
Jan 2018
20180102|023435407|AMDA|14745|AMEDICA CORP COM PAR $0.01|3.27
20180103|023435407|AMDA|3008|AMEDICA CORP COM PAR $0.01|3.87
20180104|023435407|AMDA|2140|AMEDICA CORP COM PAR $0.01|3.76
20180105|023435407|AMDA|9817|AMEDICA CORP COM PAR $0.01|3.56
20180108|023435407|AMDA|7543|AMEDICA CORP COM PAR $0.01|3.59
20180109|023435407|AMDA|2864|AMEDICA CORP COM PAR $0.01|3.61
20180110|023435407|AMDA|1325|AMEDICA CORP COM PAR $0.01|3.56
20180111|023435407|AMDA|143|AMEDICA CORP COM PAR $0.01|3.57
20180112|023435407|AMDA|143|AMEDICA CORP COM PAR $0.01|3.59
20180116|023435407|AMDA|143|AMEDICA CORP COM PAR $0.01|3.55
20180117|023435407|AMDA|143|AMEDICA CORP COM PAR $0.01|3.60
20180118|023435407|AMDA|327|AMEDICA CORP COM PAR $0.01|3.48
20180119|023435407|AMDA|11405|AMEDICA CORP COM PAR $0.01|3.48
20180122|023435407|AMDA|8021|AMEDICA CORP COM PAR $0.01|3.49
20180123|023435407|AMDA|143|AMEDICA CORP COM PAR $0.01|3.38
20180124|023435407|AMDA|143|AMEDICA CORP COM PAR $0.01|3.42
20180125|023435407|AMDA|368|AMEDICA CORP COM PAR $0.01|3.39
20180126|023435407|AMDA|143|AMEDICA CORP COM PAR $0.01|3.37
20180131|023435407|AMDA|664|AMEDICA CORP COM PAR $0.01|3.32
------------------------------------------------------------------------
Feb 2018
20180209|023435407|AMDA|91|AMEDICA CORP COM PAR $0.01|2.66
20180212|023435407|AMDA|639|AMEDICA CORP COM PAR $0.01|2.67
20180216|023435407|AMDA|1779|AMEDICA CORP COM PAR $0.01|2.58
------------------------------------------------------------------------
Mar 2018
20180301|023435407|AMDA|85|AMEDICA CORP COM PAR $0.01|2.12
20180302|023435407|AMDA|90|AMEDICA CORP COM PAR $0.01|2.04
20180306|023435407|AMDA|2115|AMEDICA CORP COM PAR $0.01|2.00
20180308|023435407|AMDA|734830|AMEDICA CORP COM PAR $0.01|2.28
20180309|023435407|AMDA|237597|AMEDICA CORP COM PAR $0.01|2.20
0180312|023435407|AMDA|41466|AMEDICA CORP COM PAR $0.01|2.07
20180314|023435407|AMDA|4664|AMEDICA CORP COM PAR $0.01|1.98
20180315|023435407|AMDA|3238|AMEDICA CORP COM PAR $0.01|1.92
20180316|023435407|AMDA|416|AMEDICA CORP COM PAR $0.01|1.86
20180319|023435407|AMDA|444|AMEDICA CORP COM PAR $0.01|1.71
20180320|023435407|AMDA|349|AMEDICA CORP COM PAR $0.01|1.80
20180321|023435407|AMDA|449|AMEDICA CORP COM PAR $0.01|1.75
20180322|023435407|AMDA|1080|AMEDICA CORP COM PAR $0.01|1.74
20180327|023435407|AMDA|4223|AMEDICA CORP COM PAR $0.01|1.71
20180328|023435407|AMDA|4955|AMEDICA CORP COM PAR $0.01|1.55
20180329|023435407|AMDA|31840|AMEDICA CORP COM PAR $0.01|1.52
------------------------------------------------------------------------
Apr 2018 (First Half)
20180402|23435407|AMDA|3886|AMEDICA CORP COM PAR $0.01|1.52
20180403|23435407|AMDA|3768|AMEDICA CORP COM PAR $0.01|1.36
20180406|23435407|AMDA|2197|AMEDICA CORP COM PAR $0.01|1.46
20180412|23435407|AMDA|2029|AMEDICA CORP COM PAR $0.01|1.32
20180413|23435407|AMDA|195|AMEDICA CORP COM PAR $0.01|1.29
& of course they can manipulate this data on how they report to SEC & FIRNA as well - as we know the market is so corrupted. The Big Bears triggered the Regsho Circuit Breaker & now all show up full house to convince the REAL BULLs to give up the shares by spreading misinfo to create panic-selling. Any sane person can clearly see the orchestration of attack on the share price. I really want to see if Japan Clearance & M&A come first or all these BS spinning come first:
1. OTC oh yeah, R/S oh yeah...
2. Out of $$$ oh yeah- COH est. is around $2.2 mils & the cash burn in 3 month of Q4'2017 was less than $500K (this is not even including the sale rampled up - but yet to book revenue - or else the burn should be way way down)
3. They can't pay the creditors back - 3 notes holder balance dropped from $3.2 mils to $2.5 mils (info. is on S-1 & S-1/A). There isn't any letter of default from any note holders!!! They are slowly paying them down. Letter of consents can be obtained in case of M&A deal sign. I covered this subject also.
4. etc.
Set of words warned by SEC to retail investors:
BEARS at work again...
The first 8,753 shares were naked shorting = Nasdaq Circuit Breaker Again - LMAO! I believe someone already posted NASDAQ circuit breaker links.
First off, AMDA's article of incorp. WILL NOT ALLOW 1 single entity to own more 15% of the company!!! So Zimmer can't own 90% of the company by buying shares! But 15% own by them later would be enough to help to pull a "YES" vote if they really need to execute this plan. How to ensure move "YES" vote, I bet Sonny & his team & Zimmer already have their plans.
Here is some food for thought:
What if BAD eggs have more shares than GOOD eggs????? What will be the result of the M&A voting later????? A big "NO" - right?
It looks like the offering carries special form of strategies:
Who will vote NO on the M&A deal???
1. Many REAL BULLs that think deal amount is super low-ball - but I think the deal will be fair value - we can skip this possibility
[b[color=red]]2. The groups that using many different accounts that hold AMDA's shares[/color] - who are they?
a. Competitors that don't want Si3N4 smoothly get acquired by Zimmer to compete with them - of course they do have hidden position as well.
b. The retail BEARs that have AMDA shares too (bigger short positions than the shares they hold - voting "YES" is like shooting their own feet!
c. The big BEARs same like "b" above
IT'S ABOUT 50.01% PLUS VOTING RESULTS - JUST IN CASE THE "BAD EGGS" GROUP USE THEIR POSITIONS TO VOTE AGAINST THE DEAL - OBVIOUSLY & PURPOSELY.
If after the deal is announced, voting came back & the "YES" vote is lower than the "NO" vote, what do you think they should do? Start this process of filings after? Or prepare the filings now first...then execute this last piece of defense tactic against the "NO" Vote. Si3N4 tech is a must own tech for Zimmer. They will use all tactics to ensure the tech will be in Zimmer's hand!
THIS WILL BE THEIR LAST PROTECTION STRATEGIES TO CONTROL THE VOTE - MAKE SURE MORE SHARES HOLD BY "YES" voters THAT WANT THE DEAL TO SUCCESSFULLY GO THROUGH!
So now we have to wait and see if the M&A news is out prior the effective of this S-1 or will be after.
In addition,
Magna & Anson & L2 balanced dropped from $3.2 mil to $2.5 mils & the share counts are still the same as the latest 10-K filed:
Hello REAL BULLs!
& Xena, thanks for posting the image & re-post the deleted post.
==============Hiccup-free Regulatory Approval Preparations==========
1. Internal Control Weakness Disclosure:
AMDA is exempted from the internal control compliance (JOBS ACT -due to its size). They obtained the internal control weakness disclosure from BDO after the Financial Statement Audits as a preventive measure to counter any hiccup & surprises of any sort from FTC, SEC, DOJ...etc.
a* Help Zimmer During Due Diligence Process
b* No Hiccup During Regulatory Approval Process
c* Post acquisition – Help Zimmer on Internal Control Integration Process
In past posts, I provided example of a companies didn't have ICW Disclosure & FTC/SEC gave them a middle finger on their proposed merger plan. Here is one:
Hello REAL Bulls, can Oldman or Boston help to remove the last post...
First off, today's price action, more illegal shorting to attack the share price, which triggered a Regsho Breaker on Nasdaq.
================Where is the missing $9 millions revenue from Q4'2017?====
The 10-K confirmed the 5K units implanted in 2017 & even Boston found some gem in the 10K also confirmed sale was up, esp. in 4Q'2017. Where is the revenue though? Right here & for a strategic reason:
https://imgur.com/a/b4kgy
(Boston can you please help me to post that imgur image in the forum & the link to this post? I still can't figure it out how to put image in the post...lol..I am not that bright.. TIA!)
Imagine the tech. is transferred from 30-employee with little resource to BIG Zimmer (20K-employee) with tons of resource & relationship with hospital chains globally. How much more revenue can be pulled in for Zimmer when this goes full throttle in the future years
Look at the YOY EPS improvement folks. This is the part that the BEARs never mentioned when they spin their baloneys. Cleaning up balance sheet is an important step in M&A. esp. for the target company. Another side note, if the missing $9 mil revenue from Q4'2017 were booked in 2017, the EPS should be under $2 loss per share vs. $3.13 as of now
up o 3Q 2017:
https://imgur.com/a/Lj2ID
https://www.sec.gov/Archives/edgar/data/1563699/000119312517212409/d373379ddefm14a.htm (from page 48)
https://www.sec.gov/Archives/edgar/data/1270400/000119312513192844/d489504ddefm14a.htm (from page 151)
think: the dirty i was yesterday, the cleaner i look today.
revenue shift to 2018! read the revenue recognition carefully again.
$9 mils around.
& think EBITDA.
for now, i want Boston & REAL bulls to try to decode the rest...we have 3 days man.
& think operation black in 2018.
think eps & proforma eps for acquirer.
think BIG picture for m&a event
Hello REAL Bulls,
So many fake bulls...Great news on patent they obtained & Looks like the big deal, signed with Weigao is back on the table soon (This will help Zimmer to boost tons of revenue in near future - post acquisition). Near term catalysts = Japan approval, 10-K with lucrative revenue jumped in 4Q'2017 & M&A news...all could pop up all at once. The big BEARs (scare buyers away to control price) using vague, baseless, misinfo. about BK, going Private, Dilutions, Offerings while the management is in a quiet period before big news. You expect the management from both sides to put out pumping PR at this moment? Strategic business combinations between AMDA & ZBH has to go with strategic announcement timing esp. for Zimmer. Who was loading up the shares & not even care about how much they paid per share yesterday? hmm...& why?
============NO ANNUAL = M&A related =============
82 out of 400+ M&A cases SKIPPED annual meeting & REPLACED them w/ DEFM14A for voting on the deal
https://imgur.com/a/LWf37
Closing shop due to M&A event - why need to host regular annual meeting anyway...waste of resource.
================= 4Q 2017 (& Full Year 2017) ER? No PR on CC date yet?========
Someone already posted the information on the past years PR on schedule of releasing the result of previous year 4Q (& Full Year Results)...
2014 Results:
February 19, 2015 - PR on CC Schedule date
March 5, 2015 - CC day
2015 Results:
March 04, 2016 - PR on CC Schedule date
March 17, 2016 - CC day
2016 Results:
Full Year 2016 was filed late due to Financial Statements Auditing. Obviously M&A related:
http://regsho.finra.org/regsho-Index.html
check this Boston. the exempted volume on the 6th & 16th (80K) RED candle that took the price all the way to $1.37
Also, Mike version 2 man...hope you know my morse code hint ....so be careful bro.
Read my 2 previous post & at the end... more hints
another hint: if i am confused about the no annual meeting ... would that make sense to you? I am the OG in this M&A story man. morse code
I think i made a bit of miscalculation on the warrants adjusted price:
First ones, I posted $3.09, it actually was:
Average of lowest 3 trading days was $3.55 = ($3.55 + $3.55 + $3.56)/3
https://finance.yahoo.com/quote/AMDA/history?period1=1514793600&period2=1516176000&interval=1d&filter=history&frequency=1d
85% of $3.55 = $3.02
and ...
the 2nd ones, I posted $2.24, it actually was:
Average of lowest 3 trading days was $2.46 = ($2.22 + $2.56 + $2.6)/3
https://finance.yahoo.com/quote/AMDA/history?period1=1517817600&period2=1518854400&interval=1d&filter=history&frequency=1d
85% of $2.46 = $2.09
So comparing warrant exercised price of $2.125 > $2.09 !!!!! = Higher.
Amended warrants were $2.00 < $2.09 = Lower
Come on Boston, stop nip picking on the little pennies here. Was there any solid REAL news on Jan? or Feb? that would create a run in PPS & high volume??? NONE right? was there any trading day over 1-million share volume? NONE right? So how the heck the warrants just exercise out of the blue w/o any volume or REAL news. LUCKILY, THEY DIDN'T PUT OUT A PUMPING PR OUT OF THIN AIR TO CREATE VOLUME & PRICE MOVEMENT IN JAN OR FEB (THAT WOULD BE ILLEGAL; THAT WOULD CREATE A SOLID P&D RIGHT THERE for the BIG BEARs to spin more BS! THEY DID NOT, RIGHT?) THE NEWS WAS FDA CLEARANCE (REAL NEWS) in March! Warrants converted mostly on news out day & high volume - Also, what if the holder exercised the warrants & can't liquidate their shares due to no volume (do you expect all warrants investors will hold shares, these big investors might just want some quick $ - might be just how they operate...& that is how warrants work anyway)...warrants exercised back in 2016 on the big deal singed with WEIGAO (REAL NEWS)? wasn't it? what was the volume again? in millions, right? Did you go back & checked on all conversions of derivative securities (esp. the conversion price) from many other notes back in 2016...or even 2015 & the "fine print" on warrants contracts. I bet you haven't, BOSTON!!!
Also, my calculations of $9 mils to $12 mils on 4th Q 2017 revenue based on cash flow...FYI...I ran many permutations including many tiny, extra items/lines of expenses & profits in their cash flow - based off past #s. The results I posted came up to be the same. Please stop spending your energy & resources to nip picking on me & use all your energy for god sake to counter these BIG BEARs that are manipulating the share price as of now!
and...
I believe the $3.87 is the fixed conversion price to Magna & Anson's favor, in case if the PPS goes to $100, $200, $300 per share...still $3.87 for them...ceiling price for them. Moreover, you REAL BULLs possibly forgot about the strategic reason behind the $$$ they got to pay whom off????? paying Magna & Anson off is a very critical move - M&A deal can be signed inside closed door!!! no need to ask for consent letters = no leak to 3rd parties! They don't have to contact L2 (since L2 doesn't bite on assets & IP)
All based on "fine print"...not really a discount after all...WHO WAS THE ONES BEHIND THE SCENE THAT KEEP SHORTING THIS TO PUT PRESSURE ON THE PPS? So the exercise price had to adjust lower...& they all came out & tell the world, CEO & cronies again blah blah blah & NOW, IT'S TRADING BELOW THE PPS BEFORE FDA CLEARANCE!!!
WHO IS DOING ILLEGAL STUFF HERE?
More BIG BEARs showed up & Why not get loan on the conventional way? Longer process to get the loan with regular big banks. They rushed to file all the amended Qs filing on the last trading days of 2017. The Hercules loan was due on the first of 2018! What other choice they really had though? Keep spinning...until the M&A announcement day, the BEARs will keep spinning until the deal successfully close!!! SMH. & very funny that they are here to look out for little investors - f-ing good hearts, isn't it?...so kind & so nice...roll eyes...angels sent by god I guess.
Also, FYI on the SEC rules on warrants...the POS-AM...
POS-AM was filed to prepare the warrants to get exercised was needed by SEC, because the original contract date (back in 2016 right?) of the warrants past 365 days & the warrants haven't yet exercised.
and...
The 2nd reason to file POS-AM out of the blue is when a private company is being offered by another private company & turn the company that being bought to become a public company - hence the POS-AM has to file with SEC within days after they received any offers (mandatory by SEC).
and...
The 3rd reason to file POS-AM is when the M&A deal is approved by FTC, they have to file POS-AM to DEREGISTERED all unused registered securities, like these:
===============WARRANTS CONTRACT FINE PRINT=======================
First off, the BEARs (esp. the professional ones *wink at the negative nancies*), they knew for sure that the warrants have to be adjusted based on the "fine print" in the contracts. There were 3 sets of warrants (& are now only 2 sets left as of now) as follow:
1. $12 per share of 1 plus million shares (R/S adjusted), the recent "POS AM" was this ones, which already exercised & price adjusted.
https://www.sec.gov/Archives/edgar/data/1269026/000149315216011423/ex10-1.htm
*** Scroll all the way down, you will notice the most important part of this warrant contract was missing, which was the "warrant certificate" - This warrant contract had the same price adjustment clause like # 2 below. ***
Now look at this 2nd one:
2. $6.60 per share of around 383K shares (R/S adjusted) - This filing has the "warrant certificate" - scroll all the way down. This warrants will be cashless conversion after M&A announcement.
https://www.sec.gov/Archives/edgar/data/1269026/000149315217000766/ex10-1.htm
Exhibit 1: Form of Warrant Certificate (scroll all the way down):
https://www.sec.gov/Archives/edgar/data/1269026/000149315217000766/ex10-1.htm
On Page 6:
Section 11. Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price, the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate, and the provisions of Sections 7, 9 and 13 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.
On Page 10:
Section 3. Certain Adjustments.
c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
On Page 4:
“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
So, going by the “fine print” from the warrants contract, they must comply by law - giving the warrant holders the best price that matches the most recent pricing of any derivative securities conversion event -
like the payments made to Magna & Anson by using common stock (based on the converting formula - will go into this later).
If they ever broke the contracts agreement, they will be sued by the warrant holders like the already-settled lawsuit back then:
Effective November 9, 2016, we entered into a settlement and release agreement (the “Settlement Agreement”), with each of the selling stockholders named in this prospectus in full settlement of a lawsuit filed against us on April 1, 2016 by Hampshire MedTech Partners II, GP (“Hampshire GP”), on behalf of itself and the other selling stockholders, in the Travis County, Texas 200th Judicial District Court relating to a Warrant to Purchase Shares of Common Stock issued by us to Hampshire MedTech Partners II, LP. In connection with the Settlement Agreement we issued a total of 962,380 shares of our common stock to the selling stockholders. Pursuant to the Settlement Agreement, we agreed to file the registration statement of which this prospectus is a part with the Securities and Exchange Commission (the “SEC), to register the sale or other disposition of the shares of our common stock we issued and to use our best efforts to cause the Securities and Exchange Commission to declare the registration statement effective.
https://investors.amedica.com/all-sec-filings/content/0001493152-16-015467/forms-3.htm
*** Don't you think they learned their lesson? HAVE TO GO BY THE "FINE PRINT" ***
*** This lawsuit settlement was part of the "preparing to sell AMDA", who want to buy a company with lawsuit? Around that time, the CFO & others left too***
Sonny & Team working to help cronies to get cheap shares? COME ON MAN - they have no choice, which means they have to go by the "FINE PRINT", means by chance... all depends on the last conversion price applied by Magna & Anson on payments/interests of the notes- hence the share price attack 3 big times that crashed the pps down to $2 in short period of time.
Only the BEARs say oh ... yeah Sonny & cronies...are they gonna tell you that they were/are shorting the stock to make sure the conversion price was/is as low as possible? They knew Sonny's plan was to get the $ to quickly pay the notes off. They were trying to got him into fighting uphill battles (print the pps lower = more shares add to the OS).
They keep bring that subject of Sonny & cronies up... so that everyone think it's Sonny & cronies - sue the company - burn this down - burn that down - be the leader of the riot - incite the rebellion - follow me (the FAKE BULLs, lmao - good try) ... SMH @ gullible REAL BULLs. The BEARs only tell you... Oh not me...not me...Sonny & cronies only, put the focus point elsewhere? If you still don't see the games these big BEARs playing, then I don't know what else to say.
*** PRICE ADJUSTMENT DETAIL ***
3,022,073 shares of common stock, $0.01 par value, were outstanding at December 29, 2017
https://www.sec.gov/Archives/edgar/data/1269026/000149315217015266/form10-qa.htm
d) Amortization Payments. Commencing on the date that is fourteen (14) days after the Original Issue Date, and continuing on the first (1st) Trading Day of each of the following eleven (11) successive months thereafter (each an “Amortization Payment Date”), the Company shall redeem one-twelfth (1/12th) of the face amount of this Note and guaranteed interest (each, an “Amortization Payment”). Each Amortization Payment shall, at the option of the Company, be made in whole or in part, in cash equal to the sum of the Amortization Payment multiplied by one hundred fifteen percent (115%) or, subject to the Company complying with the Equity Conditions, in Common Stock pursuant to the Amortization Conversion Rate.
https://www.sec.gov/Archives/edgar/data/1269026/000149315218000128/ex10-5.htm
https://www.sec.gov/Archives/edgar/data/1269026/000149315218000128/form8-k.htm (Dated January 3, 2018)
January 3, 2018 (Original Issue Date) + 14 days = January 17, 2018 (1st Payment Day)
Magna & Anson – First time conversion date was January 17, 2018 (Share converted from payment = 3,073,414 - 3,022,073 = 51,341 Shares converted
Common stock outstanding before this offering 3,073,414 shares (POS-AM on January 19, 2017)
https://www.sec.gov/Archives/edgar/data/1269026/000149315218000806/posam.htm
“Amortization Conversion Rate” means eighty-five percent (85%) of the average of the three (3) lowest traded prices on the Trading Market during the ten (10) consecutive Trading Days immediately prior to the applicable Amortization Payment Date.
So the conversion for Magna & Anson looks like this:
1. 10 trading days prior Payment Date (Jan 17, Feb 17, March 17...)
2. Pick lowest 3
3. Find the Average of #2 above
4. Apply 85% to #3 above = The conversion price
https://www.sec.gov/Archives/edgar/data/1269026/000149315218000128/ex10-4.htm
Jan 02, 2018 to Jan 16, 2018 (10 days before Jan 17, 2018 = Payment Date), the average price of 10 trading was $3.63.
Now we apply rule #4 above - $3.63 X .85 = $3.09 was the per share used to pay Magna & Anson
https://finance.yahoo.com/quote/AMDA/history?period1=1514793600&period2=1516176000&interval=1d&filter=history&frequency=1d
Feb 05, 2018 to Feb 16, 2018 (10 days before Feb 17, 2018 = Payment Date), the average price of 10 trading was $2.64.
Now we apply rule #4 above - $2.64 X .85 = $2.24 per share used to pay Magna & Anson.
https://finance.yahoo.com/quote/AMDA/history?period1=1517817600&period2=1518854400&interval=1d&filter=history&frequency=1d
SO WARRANT PRICE WAS SUPPOSED TO BE $2.24 (NOT the original $12 anymore!) - BEARS knew this - they tried to amplify the situation & made it looked like a very big deal after all.
Warrants were amended with tiny incentive to encourage the holder to exercise their warrants:
around 5% off from $2.24 = $2.125 (600K shares)
around 10% off from $2.24 = $2.00 (600K shares) - added this so they can raise enough to pay Magna & Anson balance off.
NOT 85% TO 90% OFF LIKE EVERYONE THOUGHT! - Still think Sonny helped his cronies again? - STOP FEEDING THE BEARs.
& of course the BEARs will make it looks like Sonny & cronies - read the "fine print" on the contracts.
Original Balance w/ interest - $2,604,316.22 = $2,264,622.80 X 1.15 (15% guarantee interest)
At least $300K already paid to Magna & Anson by shares (2 times - on Jan 17 & Feb 17) - the amount could be higher, depends if they ever accelerated 3 months payment right - 1 time permission based off the note agreement.
Magna & Anson - Remaining balance = $2,604,316.22 - 300k plus = should be less than $2.3 millions after Feb 17, 2018.
HENCE THEY ONLY GOT $2.5 MILS - ENOUGH TO PAY MAGNA & ANSON OFF right before the next conversion date (Mar 17, 2018).
THE FDA Clearance WAS OUT OF THE BLUE. I DIDN'T EVEN EXPECT IT WAS THAT QUICK BASED ON THEIR PAST HISTORY W/ FDA.
Now we know that the "POS-AM" was filed to prepare for catalysts like Japan or FDA Clearances (if ever popped up prior M&A is signed).
So I still strongly think the S-1 for the right offerings was just a back up plan...just in case they need the quick $ to pay Magna & Anson off...& if clearance catalysts would not show up on time. One month past already, we still haven't seen the calendar for the right offering yet...which is strange...I checked like 10 different companies...their calendars showed up 2 weeks after the original announcement of the right offerings.
Regarding the last note - L2
L2 Note doesn’t have to get paid off to announce the M&A (read the fine print on the 8-K above please). The M&A announcement must provide this similar filings (including 3 parties, the acquirer will take over target company’s tiny debt – Sonny LLC debt will be the same too):
http://www.getfilings.com/sec-filings/140121/NUPATHE-INC_8-K/a14-3893_1ex99d3.htm
(NuPathe Inc.’s debt balance which owned by Hercules was taken over by Teva (the acquirer)
Also, the L2 note was a bridge loan again for short term of 90 days maximum = end of April = around Zimmer Q1 CC ! Look at the timing guys! The stars are aligned very soon.
https://www.sec.gov/Archives/edgar/data/1269026/000149315218001342/form8-k.htm
3. SONNY LLC WARRANTS - $5.04 per share of around 55K (R/S adjusted) - HIS WARRANTS HAVE NO PRICE ADJUSTMENT CLAUSE![color=green][/color] - This will be cashless conversion later...but Boston could be right that his loan was some indirect payment of milestones (due to the nature of NDA on the LOI signed w/ Zimmer) - F if i know all the applicable law...If so, then they don't need to pay this off.
https://www.sec.gov/Archives/edgar/data/1269026/000149315217008482/ex4-2.htm
READ the "fine print" & STOP feeding the BEARS & their psychological games.
=================NO ANNUAL isn't a red flag=====================
82 out of 400+ M&A cases SKIPPED annual meeting & REPLACED them w/ DEFM14A for voting on the deal
https://imgur.com/a/LWf37
Closing shop due to M&A with Zimmer - why need regular annual meeting anyway.
====================FAIR VALUE ZIMMER WILL PAY===========
I have posted enough examples & calculations on how much Zimmer will pay to acquire AMDA on my past posts. ZIMMER will pay FAIR VALUE based on the total revenue per year that Si3N4 tech can help them to generate (esp. on the 5th penetration year)...absolutely not from the heavily manipulated share price (which yields the current laughable, under-6-mil market cap).
Zimmer booked impairment on LDRH acquisition of 200+ mils. I will show you that this will confirm that my mickey-mouse (non-pro) method of valuation on AMDA was good enough to put a guess on the BO price:
2016 - LDRH prior acquisition revenue was around $160 mil
2017 - LDRH after acquisition revenue added $171 mil to Zimmer' spine
so the growth was about $171 mils / $160 mils = 7%
2018 = $171 mils X 1.07 = $183 mils
2019 = $183 mils X 1.07 = $195.77 mils
2020 = $195.77 mils X 1.07 = $209.48 mils
2021 = $209.48 mils X 1.07 = $224.14 mils on the 5th year!!!
If you go back & look at my calculation on LDRH example, it showed around $270 mils by the 5th year.
$200 + mils impairment out of $1 bil they paid for LDRH ~~~ 80%
$270 mils X 80% = $216 mils which is about on par with $224.14 mils above...hence they booked impairment!!!
In addition, Si3N4 is unique tech & will help Zimmer to have advantage over competitors, this will surely add extra bonus value to the BO valuation. I provided a link on how to put BO valuation on a company. Please check my past posts.
The DEFM14A we will see later will show the projection of 5 to 7 years of revenue they think they will help Zimmer to grow. Past posts showed a lot of these examples as well.
...
99% m&a so far & i am waiting for the last 1% (announcement!) = 100% M&A
Boston, good catch on Zimmer's S-3 to register their shelf shares - very interesting there. The offering close next Monday 19th...hmm.
Regarding the 4Q 2017 ER - fidelity & etrade - no info. yet
THERE ARE SO MANY FAKE BULLS - HEY WASSUP BULLS - GIVE ME FIVE - SHOULDER HUGS - STAB THE REAL BULLS IN THE HEARTS OR WHEN THE REAL BULLS TURN AROUND THE FAKE BULLS STAB THE BULLS RIGHT ON THE BACK. TOO EASY TO READ THEIR AMATEUR-LEVEL MIND GAMES...using soft, indirect negative talks vs. the baloney tossing price target 9 cents very soon - trust me - trust me - I am the goddess "doyourdd01"...shake my heads...& the latest - FAKE BULLS - actor/actress playing the victim of the company...LMAO! Bulls should watch the movie "The Departed" - moles planting plot.
Hello BULLs!
Last post:
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=======================================
If you read my last post, I mentioned 2 notes holders (magna & anson) are biting on AMDA's asset, then follow Sonny LLC. The $500K note holder, L2 doesn't hold the asset hostage (only require Zimmer to take over the loan in the M&A deal - if they haven't paid it off by the time the M&A announcement).
For the recently filed S-1 , we have to see the whole game plan that set out by Sonny as a bigger picture. Bird's eye view vs. linear view! Think tricky!
1. What if magna & anson don't cooperate & don't provide the letters of consent, then they will execute the already registered S-1. They just need to raise enough $3.2 mils (out of $10 mils filed in the S-1), then pay them off. Close the door, sign the deal with Zimmer WITHOUT LEAKING ANY CONFIDENTIAL INFO vs. if they have to ask letters of consent = consider leak right?
Secondly, raising only $3.2 mils but advertised $10 mils will accomplish the fund raising from current shares holders 3 times faster than just announce the exact amount of $3.2 mils!!! The rights offering can be cancelled anytime...as soon as they hit the amount they wanted (planned)...in analogy - think of charity fund raising at more places/events would be faster to accomplish to raise the amount originally wanted to raise.
And if the right offerings ever executed, then when the M&A announcement will have something look like this (including the cash tender or share exchange for preferred shares & rights):
https://www.prnewswire.com/news-releases/abbott-announces-extension-of-cash-tender-offer-for-all-outstanding-shares-of-series-b-convertible-perpetual-preferred-stock-of-alere-inc-300520703.html
https://www.sec.gov/Archives/edgar/data/318154/000119312512035376/d29060
8dex99a1i.htm
I highly doubt the rights that shareholders bought will have a chance to convert to common shares...which mean the M&A announcement will be announced before the share converting date...which is far far away...as we haven't seen the calendar for the S-1 yet...something similar to this...
Expected Rights Offering Calendar:
Ownership Date: Wednesday, Oct. 11, 2017 by 4 p.m. ET (NASDAQ closing bell)
Ex-Right Date: Thursday, Oct. 12, 2017
Record Date: Friday, Oct. 13, 2017
Expected Subscription Period:
Beginning date: Friday, Oct. 20, 2017
Ending date: Wednesday, Nov. 8, 2017 by 5 p.m. ET
Every rights offering is unique...calendar date range can be set in a very tight time frame...it's all up to the BOD.
2.Don't forget the "POS AM" of $12 per share exercise...that could work conjunction with the S-1.
If the S-1 is ever executed & they only need to raise $3.2 mil to pay these 3 note holders off, then they will have these warrants of $12 per share exercised AFTER the M&A announcement & BEFORE the consummation of the M&A (BEFORE FTC Approval)...like I have said in past posts...they have to register the warrants if they want to exercise prior the FTC approval.
==============================================
Hi BULLs! I have something very interesting to show you REAL BULLs...
================PREVIOUS POST==============
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==============THE S-1========================
THIS IS NOT A PUBLIC OFFERING OF COMMON SHARES TO JUST ANYONE! IT'S NOT AN OFFERING OF DISCOUNT PRICE BASED ON CURRENT TRADING PRICE PER SHARES!!! DON'T FEED THE BEARS!!! READ THE FILING CAREFULLY!
This is a killer move by Sonny! The purpose of this S-1 is to obtain $$$ to get rid of these note holders that biting on the assets of AMDA! They could be in the way...like not granting letters of consent to let the M&A to proceed!
Prior Sonny LLC Loan:
Hercules = The only one biting on the assets.
After Sonny LLC Loan:
1. Hercules = Senior
2. Sonny LLC = Junior
By Jan 1st, 2018 = Hercules Gone = With 2 New Note Holders = Sonny used Magna & Anson as a bridge to kick Hercules out!
1. Anson, Magna (Same Ranking) = Senior:
Hello BULLs … Strong BULL with ”Nuts & Bolts” in the room again to counter the BEARs spinning again …
I apologize if I didn’t reply to your post directly.
================PREVIOUS POST==============
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=====AMEDICA PROVIDES BUSINESS UPDATE FOR WHO ACTUALLY?========
Once M&A news is out, AMDA RETAIL Investors’ jobs is pretty much done. BUT, it’s just the starting process for these big guys:
https://whalewisdom.com/stock/zmh
*** They own nearly 90% of Zimmer ***
These big guys’ first reaction will be like … what? Zimmer is buying Amedica who? Who is AMDA? Is Zimmer paying too much? Is Zimmer paying a fair price to acquire Si3N4 tech? They start to do research on who is actually Zimmer is buying? They have to learn about AMDA & Si3N4 Tech. How? Where? They will browse AMDA’s website…read through recent Financial Statements. Read the most recent business update...etc...
First off, IT’S ALL BIG CAP! Notice the different:
https://www.amedica.com/news-media/press-releases
*** Get some attention, isn’t it? Also, there WASN’T the same type of
business update like this one ever … I mean at the beginning of the year though – Not in 2017, Not in 2016, Not in 2015, & Not in 2014 as well. Check it yourself. ***
&
Together with that, we have all the Financial Statements, Restatements, & Amendments. All up to date for Zimmer’s big investors to dig into & measure the fair value on the BO.
================RISK vs. REWARD – A REALISTIC VIEW=================
If I put $100 on a casino table … I have less than 50% to win $100 before tax … I have more than 50% to lose all $100!!! All based on luck!
https://wizardofodds.com/gambling/house-edge/
If I put $100 in a CD account, 12 months from now, I will make $3 on interest before tax. Higher chance...but too less gain.
If I invest $100 in AMDA @ current trading price & based on 6 Mils fully diluted shares count:
1* If BO is $120 Mils, then I will make $500 before tax = 5 times the $100 original investment
*** AMDA should be trading at this Market Cap! ***
2* If BO is $600 Mils, then I will make $2.9K before tax = 29 times the $100 original investment
3* If BO is $1.2 Bil, then I will make $5.9K before tax = 59 times the $100 original investment
4* If BO is $1.8 Bil, then I will make $8.9K before tax = 89 times the $100 original investment
5* so & so…
THIS IS NOT A GAMBLE, well at least to me! IT’S A SOLID INVESTMENT BASED ON REAL DUE DILIGENCE BACKED BY TONS OF FACT! A real company with unique, superior tech that can penetrate huge market. How long do I have to wait to see the return on this investment? Here is the thinking out loud from me … If they want to close the deal by end of Q1, then M&A news could be as soon as tomorrow & latest is on Feb 15, 2018 (based on M&A average time line of 35 to 70 days). If they want to close the deal by end of Q2, then the latest for them to announce the M&A news is around the end of April 2018 (which is around 90 days from today). I don’t have to wait 90 years – just roughly 90 days MAX to see a lucrative return of investment. SO BEARS – QUIT IT! I AM NOT LEAVING! In between, there are quite a few catalysts (Japan, FDA, 2017 – 10K with surprise bump in revenue) that can send PPS flying as well. My previous posts showed that we are at the last chapter of this M&A Saga. There must be something they are waiting on!!! What is it? I sure don’t know. Am I going to listen to the BEARs’ BS & leave? NOT A CHANCE! I can wait, but I am sure Zimmer can’t wait much longer. They need Si3N4 to help them to grow their stalling business:
Spine 4Q-2017 = $194.3 mils vs. 4Q-2016 = $191.3 mils
*** What a joke - LDRH doesn't help much, even after 5 Quarters = Fully Integrated! ***
Total YOY revenue growth = 1.8% !!! Pretty much stalling!
https://www.sec.gov/Archives/edgar/data/1136869/000156459018001032/zbh-ex991_6.htm (Page 15)
Hi bulls,
A quick post regarding the "POS AM" filing on Friday,
2 purposes:
1. disclose a quick snap shot of fully diluted shares (which is around 6 mils, including the 10% COC incentive)
2. getting ready...register the warrants with SEC first via amendments to get warrants conversion to common shares. Load ammo & ready for the M&A announcement...then warrants conversion will take place. They only need like 90 days (or even less) fund to operate from M&A announcement to the closing of the deal. Since, they only filed the amendment to the 1 mil plus shares @ $12 exercise price, looks like they don't need much money...or else they would have filed the amendments for all the warrants. Moreover, Zimmer can always include Sonny LLC Loan in the deal.
"Assuming that all Series E Warrants are exercised for 1,054,167 shares on a cash basis, we will receive gross proceeds of approximately $12.7 million and net proceeds, after deducting estimated offering expenses, of approximately $12.6 million. We will use the net proceeds of this offering for general corporate purposes and for working capital. No assurance can be given as to the number of warrants, if any, that will be exercised."
Sounds like they are very firm w/ the exercise price (together w/ the total amount of proceed) ... the only variable is the amount of shares to get converted.
The bucket to hold the fully diluted shares (around 6 mils) won't change on the conversion of warrants to common shares. The BEARs will try to throw FUD to steal shares, regardless. DON'T FEED THE BEARs!
The original clause from the warrants agency agreement:
"Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of its warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99% (or, at the election of the holder, 9.99%) of the shares of our common stock then outstanding after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that upon notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided that in no event shall the Beneficial Ownership Limitation exceed 9.99% and any increase in the Beneficial Ownership Limitation will not be effective until 61 days following notice of such increase from the holder to us."
https://www.sec.gov/Archives/edgar/data/1269026/000149315216011423/ex10-1.htm
4.99% is around 150K shares:
a. if $3 exercise price X 150K shares = $450K - 85K fee (Page II-1 in the "POS AM" filing) = NET proceed is around $365K ... how long this amount will last??? why bother!
b. if $3.50 exercise price (current market value) X 150K shares = $525 - 85K fee = NET proceed is around $440K...same like above...how long this amount will last??? doesn't make sense!
c. if $4.00 exercise price (the BEARs start to crap in their pants) X 150K = $600K - 85K fee = NET proceed is around $525K...doesn't make sense as well....this funds won't last long.
d. if $5.04 (Sonny LLC warrants price) X 150K = $756K only...still don't make sense too...unless the exercise is higher or at the full exercise price of $12.
&
Check this link out:
https://employees.ldr.com/LDRTeam/Spotlighton/ArtMID/2738/ArticleID/3283/Amedica-signs-additional-OEM-letter-of-intent-supply-agreement-5-things-to-know
*** See how close AMDA to ZIMMER = on the same page ... someone from LDR knew something? ***
I will look for examples on my list tomorrow. Just came back from a skiing trip...very tired...need some sleep.
Hello BULLs:
Thanks for replying to my posts. I apologize that I didn't reply to all your posts directly. More BS, more baloneys, & more twistings the FACTs from BEARs = MORE FACTs, more REAL examples, more details in my posts to fight back! I also back my posts w/ tons of links for readers to verify all the info. themselves! Trust the BULLs or Trust the BEARs, it's all up the readers. Buy/Sell on your own as well.
OldManIDie:Can you please replace the old sticky w/ this new summary post.
Thanks!
================PREVIOUS POST==============
My last post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137440191
Boston's blog:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136941020
===Boston's concerns = NO concern after all, here is why===
#1 Concern: Purposely BK = Sonny steals the tech for cheap:
Scenario 1: COLLATERAL > amount of loan
A 65 years old folk gets a reverse mortgage loan (using his already paid-off house as collateral) with a bank. Yearly principal plus interest = $20K. Unfortunately, 10 years later, due to sickness...he is gone. Total loan balance + interest + late fees + misc. fees = $250K. After all documents filed through the court & the appraisal shows a value of $350K on the house. The bank has 2 choices:
1.Pay the dif. ($350K - $250K) or little less (some might have to pay past due property tax, HOA...etc), then own the house.
2.Auction the house, use the proceeds to repay whatever amount owe to the bank & past due property tax, HOA...etc.
Either above scenario, the remaining amount will go to his heirs (if there is any) or the government at the end.
Scenario 2: collateral < AMOUNT OF LOAN
An old, grumpy lady with a nickname "Doyourdd" bought a house for $450K back in 2007. She used $50K for down payment, so the principal was $400K After 1 year of timely payment (remaining principal still around $390K). In 2008, boom...house bubble burst, she was underwater. The appraisal on the house was around $150K only! After all documents filed through the court, the bank had the right to take the house...and firstly, they had to pay past due tax, HOA...etc.
AMDA Scenario: IP and IPR&D Valuation > Sonny LLC Loan
For example, using my previous, quick est. of $200 mils = IP and IPR&D (based off $225 mils paid-in capital showed in their latest balance sheet). Sonny LLC won't steal the most valuable assets of AMDA for the amount of his loan, which is $2.7 mils (Principal + Interest) ... the routine will be similar to scenario #1 above, but in the sense of Corp. BK court fillings (auction the assets). In addition, the orders of lien priority, as follow...
Prior Sonny LLC:
1. Hercules
2. Liabilities (Tax, Bills, Vendor Payments, Leases, etc...)
3. Preferred Stock Shareholders (None)
4. Common Stock Shareholders (Retails, Funds, etc...)
After Sonny LLC:
1. Hercules
2. Sonny LLC
3. Liabilities (Tax, Bills, Vendor Payments, Leases, etc...)
4. Preferred Stock Shareholders (None)
5. Common Stock Shareholders (Retails, Funds, etc...)
Currently = Hercules Gone = With 2 New Note Holders
*** I asked Boston to read the Loan Agreement again in my previous & SP5 already pointed it out as well ***
1. Anson, Magna (Same Ranking):
b. pursuant to which Hercules assigned to the Assignees all amounts remaining due under the Loan and Security Agreement, dated June 30, 2014, as amended, between the Company and Hercules (the “Loan and Security Agreement”) and (2) the note (the “Hercules Note”) between the Company and Hercules evidencing the amounts due under the Loan and Security Agreement. The total amount assigned by Hercules to the Assignees equals in the aggregate $2,264,622.80, which is secured by the same collateral underlying the Loan and Security Agreement.
https://www.sec.gov/Archives/edgar/data/1269026/000149315218000128/form8-k.htm
2. Sonny LLC:
The Note is secured by substantially all of the assets of the Company pursuant to a security agreement between the Company and North Stadium dated July 28, 2017 (the “Security Agreement”), and is junior to the already existing security interest in such assets of the Company held by Hercules Capital, Inc. In connection with the Loan and as additional consideration for the Loan, the Company issued to North Stadium a warrant to acquire up to 660,000 common shares with a purchase price set at $0.42 per share and a 5 year term (the “Warrant”).
https://www.sec.gov/Archives/edgar/data/1269026/000149315217008482/form8-k.htm
* Why didn't Sonny LLC sign $5 mil loan instead of $2.5 mils w/ AMDA & be the one on top of the "lien priority" list? Sonny DIDN'T = Kill the theory of "purposely BK to steal the tech" *
3. Liabilities (Tax, Bills, Vendor Payments, Leases, etc...)
4. Preferred Stock Shareholders (None)
5. Common Stock Shareholders (Retails, Funds, etc...)LLC
&
Now Let's put that through an "imaginary & non-existence" scenario of BK:
The est. of $200 mils valuation on IP and IPR&D, after a fair value appraisal process through the order of the BK court yields only $150 mils. Who do you think will be at the auction to snap up the Si3N4 tech?
Full house = Zimmer, Medtronic, JNJ, Smith & Nephew, Stryker, etc...then it will be a bidding wars between them. Who at the end will get the tech & for how much? Of course, it won't be cheaper than the value from the appraisal. Regardless what amount, Sonny LLC won't be the owner of the IP and IPR&D. If $150 mils sold at the auction:
$150 mils - less than $10 mils total (#1, #2, #3, #4) above = $140 mils remaining for #5, which is Common Stock Shareholders (Retails, Funds, etc).
$140 mils / 3 mils total OS (no share from warrants converted yet) = $46 Payout Per Share!
Whoever has an average per share over $50 will be sad! Sorry! The ones w/ an average per share at this price point will be laughing to the bank.
Furthermore, purposely BK AMDA, the only incentive Sonny will get = In Prison! Law-less America? FTC, DOJ, SEC, etc watch & clap along while Sonny doing that? Or they will investigate & put Sonny in prison?
Evidently, the events we have been seeing from Sonny:
1. Cut down workforce = Reduce Operating Expenses
2. Pay down debt on timely manner = No default
3. Clean up Balance Sheet
4. Settled Lawsuit
5. etc..
The signs of SELLING the company in oppose to the "non-existence BK" theory!
Sonny's job is to make sure Zimmer will own the Si3N4 Tech in a friendly, mutual deal ... & of course Zimmer has to pay a FAIR PRICE for the tech!
Now, moving on to...
#2 Concern: Crown Jewel Defense to ward off hostile bidder = Sell the most valuable assets to Zimmer for cheap = "No concern" as well
Scenario 1: Hostile Bids Prior M&A announcement
Out of the blue, Company A makes an announcement to acquire AMDA for $20 per share (which is super lowball offer):
1.AMDA stock will be quickly trading at $20 per share = the BEARs crap in their pants INSTANTLY
2.I doubt they will receive enough support (at least not from my shares) = it won't be deal!
3.Put pressure on Zimmer = they have to fire back by offering even higher bid = BEARs run in panic by now = share price will be trading higher now
4.The hostile bidder be more aggressive, put $1 bil BO Valuation = share price will be trading at $200 per share by now
5.Zimmer will ask Sonny to execute the last tactic of defense = Crown Jewel = Selling most valuable assets to them (Zimmer) = Require Shareholder to vote & of course have to be higher, equal to the bidding price from hostile bidder or maybe a bit lower (5%) = acceptable.
Doesn't matter at what step above, the stock price will be trading accordingly to the hostile bid price...when it hits $200 per share, anyone still sitting here complaining? ones would be selling the shares along, get a bucket of popcorn out, sit back & watch the show. LMAO!
EXAMPLE: Whole Food was trading at the BO per share of $42. Hostile bidder raised the price to acquire them for $45. The share price was trading at $45 per share for a few days & even up to $47 per share due to the rumor on Wall st. that Amazon and other bidders will raise the bidding price to $50 per share. Unfortunately, no other higher bid than $45 per share show up. Whole Food didn't even bother to accept the $45 per share due to the $400 mils break up fee w/ Amazon. The calculations:
$13 bils / $42 per share = 310 mil shares total
$45 per share higher bid - $42 per share from Amazon = $3 dif per share
$3 per share X 310 mils shares = $910 mils higher
$910 mils - $400 mils break up fee = $500 mils net higher BO Valuation
$500 mils / $310 mils total shares = around $1.60 per share higher
which is around $43.60 vs Amazon original $42 per share = 3.8% higher
Not much higher vs. Amazon offer ... plus the whole process have to start over again & the CEO of Whole Food saw more synergies if selling WFM to Amazon instead of the other bidder.
Jana sold all of their position (8% stake of Whole Food) at around $42.50 average per share.
Scenario 2: Zimmer fired the first shot, M&A announcement, follow by Hostile Bids
1. Zimmer offers $500 mils = I doubt they will get enough shares to vote "YES"
2. Hostile bidders see AMDA tech worths more than $500 mils, they put a bid for at least 15% higher than Zimmer's offer plus break up fee = high enough to look attractive & cover the break up fee. AMDA stock will be trading accordingly to the hostile bidder's offer. Bears will crap in their pants.
3. Zimmer has to fight back w/ a bid price for at least on par w/ the Fair Valuation that the hostile see on AMDA's tech! Or else the hostile bidder will keep pressure Zimmer & bid higher.
4. As they offer bid back & forth, the stock will be trading accordingly to the offer price & this will loop back to the same scenario above...
5. Zimmer will ask Sonny to execute the last tactic of defense = Crown Jewel = Selling most valuable assets to them (Zimmer) = Require Shareholder to vote & of course have to be higher, equal to the bidding price from hostile bidder or maybe a bit lower (5%) is acceptable.
Doesn't matter at what step above, the stock price will be trading accordingly to the hostile bid price...when it hits $200 per share, anyone still sitting here complaining? ones would be selling the shares, get a bucket of popcorn out, sit back & watch the show. LMAO!
If the hostile bidder offer $1 bil, but Sonny tries to sell the most valuable assets to Zimmer for like $500 mils (way too low):
a. No ones will vote "YES" - many of you might already sold all your shares @ $1 bil BO Valuation.
b. FTC, DOJ, SEC will not allow this to happen...looks illegal
c. Sabby, Anson, Magna, Vanguard, etc... will raise lawsuits & block the cheap deal w/ Zimmer.
d. In order to save the headache, initially, Zimmer will offer to acquire AMDA at a FAIR PRICE instead of lowball offering!
So "the Crown Jewel Defense" concern = No "Problemas" after all.
==========BEARs MAKES FUNNY NOISE ===================
First thing I do, cover my nose, because it smells like !@#$%^&!
Oh yeah...Magna Magna Magna in the house ... run run run...then
OMG.... you are sweating! BK BK BK! OMG...Sell Sell Sell.
AMDA isn't nothing like SUNE:
https://www.zacks.com/stock/news/214238/sunedison-sune-files-for-chapter-11-bankruptcy
https://www.equities.com/news/sunedison-sune-files-for-chapter-11-bankruptcy-shocking-nobody
https://www.scribd.com/document/309958794/SUNE-Bankruptcy-Filing
After court approval, auctions the assets, pay back 100 plus creditors.
$$$Billions of debt piled up in 2+ years Vs. AMDA paying down the debt
BEARs are grasping - good try - good try
Also, BEARs said they don't see value in AMDA's Tech...LMAO! No ones cares actually.
The BULLs only want the "ATM machine" = Zimmer to see the potential of Si3N4 tech & they are willing to pay premium to own the tech.
Just a matter of time, the GIANT DAM will break & drown all the BEARs!
Stop hiding Zimmer, we BULLs know that the LOI signer, the hidden dental JDA & the Marketing Authorization Holder (MAH) in Japan is you man! Show up & certify "la fin" for BEARs already!
=========SIMILAR EVENTS LIKE OTHER PAST M&A=========
Long-lived asset audit:
Months ago, the BEARs can't convince the BULLs to leave. At that moment, an 8-k filing about "long-lived assets" audit started this whole M&A story:
On 2017-05-26:
Prior to filing the Form 10-Q the Company requires additional time to fully consider whether there is any potential impairment in relation to certain of its long-lived assets in connection with the completion of the audit of its 2016 financial results and the filing of its 2016 Annual Report on Form 10-K.
https://www.sec.gov/Archives/edgar/data/1269026/000149315217005915/ex99-1.htm
7 months later, now we learn that the author of this article was right:
When companies file these 8Ks, it’s unusual to reference long-lived assets in particular as the driving factor, and that Amedica was dressing itself up for acquisition would explain this specific reference.
https://insiderfinancial.com/amedica-corporation-nasdaqamda-looks-set-for-revaluation
It does takes time to prepare the company for acquisition. Now, we are at the denouement of this M&A Saga, the BEARs still desperately convince the BULLs to leave. Obviously, we are not leaving!
Similarly, Intermec had the same type of event 7 months prior M&A:
On 2012-05-14:
the Company has been evaluating its goodwill and long-lived assets including its intangible assets for impairment and its deferred tax assets for a valuation allowance for the first quarter of 2012
https://www.sec.gov/Archives/edgar/data/1044590/000119312512231672/d319657dnt10q.htm
On December 9, 2012, Intermec, Inc., a Delaware corporation (the “Company”), Honeywell International Inc., a Delaware corporation (“Honeywell”), and Hawkeye Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Honeywell (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Honeywell will acquire the Company in an all-cash transaction valued at approximately $600 million, net of debt and cash acquired. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”) and the Company will become a wholly owned subsidiary of Honeywell. The Merger is expected to close before the end of the second fiscal quarter of 2013.
https://www.sec.gov/Archives/edgar/data/1044590/000119312512496079/d450765d8k.htm
Pre-acquisition talents integration:
2 VPs, Dana Lyons & Ryan Long joined Amedica 4th Quarter, 2016:
https://www.amedica.com/about/management-team
https://www.linkedin.com/in/ryanjlong
Similarly,
November 09, 2017
Roku Acquired Danish Multi-Room Audio Startup for $3.5 Million
However, a brief LinkedIn search reveals that a number of employees from Dynastrom ApS, including its CEO and CTO, joined Roku in September.
http://www.nasdaq.com/article/roku-acquired-danish-multi-room-audio-startup-for-35-million-cm875173
=============SMOOTH M&A PREPARATIONS=================
*************AUDITORS LETTER**************
Management letters. After an audit has been completed, the auditors sometimes compile a set of recommendations into a management letter, which they distribute to the CEO and audit committee. Any such letters issued for the past few years are worth reading, since they contain suggestions to rectify deficiencies found in the company’s practices.
https://www.accountingtools.com/articles/2017/5/4/acquisition-due-diligence-checklist
*** Auditing Firm's letter to AMDA below: ***
https://www.sec.gov/Archives/edgar/data/1269026/000149315217010844/form8-k.htm
https://www.sec.gov/Archives/edgar/data/1269026/000149315217010844/ex16-1.htm
*** EXAMPLES of SUCCESSFUL Merger - with auditing firm's letter ***
1. Ticker = TERP (TerraForm) = surviving entity in merger
https://www.sec.gov/cgi-bin/browse-edgar?CIK=terp&owner=exclude&action=getcompany
*** Auditing Firm's letter to TERP on Page 132 to 134 ***
*** Same like AMDA = 5 folds auditing fee showed on Page 130 ***
https://www.sec.gov/Archives/edgar/data/1599947/000159994716000244/terp201510-k.htm#se7f57f2b8e904090afadcbdde851baf1 (Filed on 2016-12-05)
The survey found that mergers and acquisitions, inflation, and reviews of internal controls continued to be the driving factors behind rising fees. Almost one-third of respondents from public companies cited “acquisitions” as the most common cause for the hikes
http://ww2.cfo.com/auditing/2016/12/audit-fees-rise/
Nasdaq warning letter regarding "no annual meeting" on 2017-01-09
https://www.sec.gov/Archives/edgar/data/1599947/000159994717000010/terp8-knasdaqletterjan92017.htm
M&A News on 2017-03-07
https://www.sec.gov/Archives/edgar/data/1599947/000156761917000392/s001585x1_8k.htm
M&A was successfully closed on 2017-10-17
https://www.sec.gov/Archives/edgar/data/1599947/000156761917002200/s001920x1_8k.htm
++++++++++++++++++++++++++++++++++++++++++++++++++++++
2.Ticker = TE (TECO Energy)
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000350563&type=&dateb=&owner=exclude&count=40
Auditing Firm's letter to TE on Page 73:
https://www.sec.gov/Archives/edgar/data/96271/000156459015001057/te-10k_20141231.htm (Filed on 2015-02-27)
M&A news on 2015-09-08:
https://www.sec.gov/Archives/edgar/data/350563/000119312515314517/d71493d8k.htm
M&A deal was successfully closed on 2016-07-01:
https://www.sec.gov/Archives/edgar/data/96271/000119312516639262/d210786d8k.htm
Form 25-NSE to voluntarily delist - Filed on 2016-07-01:
https://www.sec.gov/Archives/edgar/data/350563/000087666116001067/xslF25X02/primary_doc.xml
===============LITIGATIONS=================
https://www.accountingtools.com/articles/2017/5/4/acquisition-due-diligence-checklist
Current lawsuits. If there are any lawsuits outstanding against the target, ascertain their status.
ITEM 1. LEGAL PROCEEDINGS
We are not aware of any pending or threatened legal proceeding against us that could have a material adverse effect on our business, operating results or financial condition. The medical device industry is characterized by frequent claims and litigation, including claims regarding patent and other intellectual property rights as well as improper hiring practices. As a result, we may be involved in various additional legal proceedings from time to time.
https://www.sec.gov/Archives/edgar/data/1269026/000149315217015266/form10-qa.htm#a_009 (Page 24)
Prior lawsuits. If there were any lawsuits within the past five years that were settled, obtain copies of the settlement agreements.
Effective November 9, 2016, we entered into a settlement and release agreement (the “Settlement Agreement”), with each of the selling stockholders named in this prospectus in full settlement of a lawsuit filed against us on April 1, 2016 by Hampshire MedTech Partners II, GP (“Hampshire GP”), on behalf of itself and the other selling stockholders, in the Travis County, Texas 200th Judicial District Court relating to a Warrant to Purchase Shares of Common Stock issued by us to Hampshire MedTech Partners II, LP. In connection with the Settlement Agreement we issued a total of 962,380 shares of our common stock to the selling stockholders. Pursuant to the Settlement Agreement, we agreed to file the registration statement of which this prospectus is a part with the Securities and Exchange Commission (the “SEC), to register the sale or other disposition of the shares of our common stock we issued and to use our best efforts to cause the Securities and Exchange Commission to declare the registration statement effective.
https://www.sec.gov/Archives/edgar/data/1269026/000149315216015467/forms-3.htm (Page 4)
================EQUITY - Clean Share Structure==============
https://www.accountingtools.com/articles/2017/5/4/acquisition-due-diligence-checklist
Options and warrants. Determine the amount of any stock options and warrants outstanding, and when they expire. Options and warrants give their holders the right to purchase shares of company stock at a certain price point. See if the expected price per share is likely to trigger the purchase of any stock.
https://www.sec.gov/Archives/edgar/data/1269026/000149315217014469/form8-k.htm (Item 4.02 - Caught the errors on warrants reporting)
==========NO STEALTH RESTATEMENTS=============
All the recently filed Amended Financial Reports together w/ the 8-K item 4.02 above...ACCURATE - TRUTHFUL - TRANSPARENT
RESTATED & FIXED & AMENDED BEFORE M&A ANNOUNCEMENT = SUCCESSFUL M&A:
https://www.researchgate.net/publication/228283210_Target_Financial_Reporting_Quality_and_MA_Deals_that_Go_Bust
https://www.foley.com/files/Publication/f63d5f33-d37f-48e9-b86d-d9ba83994df0/Presentation/PublicationAttachment/beaef1b6-2c36-465f-a74c-da2799730947/deal%20lawyers11-10.pdf
==============CLEAN UP BALANCE SHEET====================
https://www.financialpoise.com/pre-sale-cleaning-up-your-balance-sheet/
http://www.dummies.com/business/corporate-finance/mergers-and-acquisitions/ma-smooth-selling-clean-up-the-balance-sheet/
DEFINITION of 'Clean Balance Sheet'
A company's financial statement that summarizes its assets, liabilities and shareholder equity, and where the company is shown to have very little or no debt.
https://www.investopedia.com/terms/c/cleanbalancesheet.asp#ixzz54DeYrI00
"What do the company’s annual, quarterly, and (if available) monthly financial statements for the last three years reveal about its financial performance and condition?"
https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#7ec37eca4bfc
All data pull from:
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001269026&type=10-&dateb=&owner=exclude&count=40
Total Operating Expenses (in millions):
2014 = $39.022
2015 = $25.244
2016 = $22.984
2017 = $16.00 full year est. from ($12.083 = 9-month 2017)
Net loss attributable to common stockholders (in millions):
2014 = -$32.582
2015 = -$23.912
2016 = -$21.041
2017 = -$6.00 full year est. from (-$4.284 = 9-month 2017)
Gross Long Term Debt (in millions):
2014 = $24.50
2015 = $17.814
2016 = $7.421
2017 = $4.90 (Sonny LLC $2,700 + Hercules (New Note Holders $2,200)
Total stockholders' equity (more assets than liabilities) & (in millions):
2014 = $6.907
2015 = $14.232
2016 = $11.235
2017 = $10.44 (9-month 2017)
Earning Per Share (EPS in dollars):
2014 = -$39.93
2015 = -$66.05
2016 = -$13.63
2017 = -$1.47 (9-month 2017)
2017 = -$2.00 est. (Full year 2017) = very close to break even!!!
=======IP - TECH - IPR&D - SYNERGIES=================
From DP's post:
"Synergy, the increase in value that is generated by combining two entities to create a new and more valuable entity, is the magic ingredient that allows acquirers to pay billions"
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137336219
LDR' Synergies (Goodwill) & IP (Tech) Valuation:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137669311
Ticker = LDRH ($1.0 Bil BO Valuation - CASH)
Goodwill = $482.4 mils adjusted (Page 49)
&
Developed Tech = $452.0 mils adjusted (Page 49)
made up most of the BO valuation.
https://www.sec.gov/Archives/edgar/data/1136869/000119312517065632/d285470d10k.htm
https://www.streetinsider.com/Corporate+News/Zimmer+Biomet+Holdings+%28ZBH%29+to+Acquire+LDR+Holding+%28LDRH%29+for+~%241B/11715037.html
@ time of BO, revenue = $164 mils per year:
https://www.sec.gov/Archives/edgar/data/1348324/000134832416000158/form10k.htm#s2A1641641074194BB9E6EA33E8F5D4AB (Page 49)
++++++++++++++++++++++++++++++++++++
Ticker = TBRA ($1.65 BO Valuation - CASH & CVR)
IPR&D = $1357.0 mils (Page 23)
made up most of the BO Valuation - FAILED Phase 2B test and w/o any FDA approval drug = NO TECH valuation.
https://www.sec.gov/Archives/edgar/data/1578845/000156459017020864/agn-10q_20170930.htm
https://seekingalpha.com/article/3991423-buying-tobira-therapeutics-failed-phase-2-nash-trial
https://seekingalpha.com/news/3297084-allergans-cenicriviroc-shows-mixed-results-mid-stage-nash-study
@ time of BO, revenue was less $1 mil per year:
https://seekingalpha.com/filing/2780320
++++++++++++++++++++++++++++++++++++++
Ticker = VTAE ($640 mils BO Valuation - CASH)
IPR&D = $686 mils (Page 24)
made up most of the BO Valuation - FAILED Phase 2 test and w/o any FDA
approval drug = NO TECH valuation.
https://www.sec.gov/Archives/edgar/data/1578845/000156459017020864/agn-10q_20170930.htm
https://www.allergan.com/news/news/thomson-reuters/allergan-to-acquire-vitae-pharmaceuticals-adding-i
https://www.fiercebiotech.com/biotech/midstage-vitae-drug-flops-phii-leaving-allergan-s-640m-buyout-question
@ time of BO, revenue = $580K per year:
https://www.sec.gov/Archives/edgar/data/1157602/000104746916010789/a2227568z10-k.htm#dq17801_item_6._selected_financial_data (Page 71)
++++++++++++++++++++++++++++++++++++++
Ticker = MBLY ($15.3 Bils BO Valuation - CASH)
IPR&D = $1,359 mils (Page 15)
Developed Tech = $2,346 mils (Page 15)
Goodwill = $10.3 Bils (Page 15)
"Goodwill of $10.3 billion arising from the acquisition is attributed to the expected synergies and other benefits that will be generated from the combination of Intel and Mobileye."
made up most of the BO Valuation - Intel is banking big on synergies
https://www.sec.gov/Archives/edgar/data/50863/000005086317000048/a2017q3-10qdocument.htm
https://www.investopedia.com/news/intel-buys-mobileye-153b-intc-mbly/
@ time of BO, revenue = $358 mils per year:
https://www.sec.gov/Archives/edgar/data/1607310/000157104917001997/t1700397_20f.htm#tfsCBS (Page F-4)
*** Intel paid 43 multiples of MBLY's yearly revenue ***
*** The stock was trading at 30+ times of the yearly revenue ***
AMDA is currently trading lower than 1 X revenue due to heavy manipulations from hidden forces, which is good, more capital gain for whoever jumps in and owns some shares at this price point.
+++++++++++++++++++++++++++++++++++++++++++++++
As for AMDA:
Overview of AMDA's IP - DEVELOPED TECH - IPR&D - Customer Relationship - Goodwill from Boston's post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137680361
Those “in-process” research and development (IPR&D) activities can have significant value and, therefore, drive a significant component of the acquisition price.
https://www.pwc.com/us/en/cfodirect/publications/mergers-accounting/mergers-acquisitions-a-snapshot-acquiring-a-company-with-significant-in-process-research-and-development-iprd-activities-whats-next.html
====MORE INTERESTING BO VALUATIONS==============
Ticker = BSFT
SAN JOSE, Calif. and GAITHERSBURG, MD – October 23, 2017 – Cisco (NASDAQ: CSCO) and BroadSoft (NASDAQ: BSFT) today announced a definitive agreement for Cisco to acquire publicly-held BroadSoft, Inc., headquartered in Gaithersburg, MD. Pursuant to the agreement, Cisco will pay $55 per share, in cash, in exchange for each share of BroadSoft, or an aggregate purchase price of approximately $1.9 billion net of cash, assuming fully diluted shares including conversion of debt. The acquisition has been approved by the board of directors of each company.
https://newsroom.cisco.com/press-release-content?articleId=1887125
at the time of M&A news, CSCO was trading at around $34 per share:
https://finance.yahoo.com/quote/CSCO/history?period1=1507964400&period2=1508828400&interval=1d&filter=history&frequency=1d
I use CSCO's previous year 10-K (Year End July 29, 2017):
Revenue = $48,005 mils (Page 34)
Total Share Count = 5,049 mils shares (Page 69)
https://www.sec.gov/Archives/edgar/data/858877/000085887717000016/csco-2017729x10k.htm#s100CB3B5616F5547A3FD63739856C4C7
BO of $1.90 Bil converts into shares count of $34 per share:
$1,900,000,000 / $34 (per share) = around 55.88 mils shares.
So:
55.88 mils shares / total 5,049 mil shares = around 1.11%
*CSCO expected BSFT to pull in 1.11% portion of revenue in the 5th year*
AFTER CSCO ACQUIRED BSFT, ON THE 5TH YEAR, THEY EXPECTED TO SEE PER-YEAR-REVENUE IN 2022 (2018 + 5 YEARS) FROM THE SYNERGIES & THE ACQUIRED TECH/PRODUCTS:
1.11% X $48,005 mils (CSCO 2017 Total Revenue) = around $533 mils!!!
&
Now look at Page 45 for the revenue projections:
"a 13% compounded annual growth rate (“CAGR”) in total revenue for the period between 2016 and 2022"
https://www.sec.gov/Archives/edgar/data/1086909/000119312517368366/d489469ddefm14a.htm
BSFT's 2016 Revenue = $341 mils (Page 33)
https://www.sec.gov/Archives/edgar/data/1086909/000108690917000006/bsft-20161231x10k.htm
w/ 13% CAGR:
2nd year = 2017 Revenue = $341 mils X 1.13% = $385.33 mils
3rd year = 2018 Revenue = $385.33 mils X 1.13% = $435.42 mils
4th year = 2019 Revenue = $435.42 mils X 1.13% = $492.03 mils
5th year = 2020 Revenue = $492.03 mils X 1.13% = $555.99 mils vs $533 mils calculated above...which is pretty close
+++++++++++++++++++++++++++++++++++++++++++++++++
Ticker = MAKO
Kalamazoo, Michigan - September 25, 2013 - Stryker Corporation (NYSE:SYK) announced today a definitive agreement to acquire MAKO Surgical Corp. (MAKO) for $30.00 per share with an aggregate purchase price of approximately $1.65 billion.
https://stryker.gcs-web.com/news-releases/news-release-details/stryker-announces-definitive-agreement-acquire-mako-surgical
IPR&D = $169 mils (Page 31)
Goodwill = $1,217 mils (Page 31)
Tech = $231 mils (Page 31)
made up most of the BO Valuation
https://www.sec.gov/Archives/edgar/data/310764/000031076414000021/syk10k12312013.htm
at the time of M&A news, SYK was trading at around $71 per share:
https://finance.yahoo.com/quote/SYK/history?period1=1379228400&period2=1379660400&interval=1d&filter=history&frequency=1d
I use SYK's previous year 10-K (Year End 2012):
Revenue = $8,657 mils
Total Share Count = 383 mils shares
https://www.sec.gov/Archives/edgar/data/310764/000031076413000054/syk10k12312012.htm (Page 10)
BO of $1.65 Bil converts into shares count of $71 per share:
$1,650,000,000 / $71 (per share) = around 23.24 mils shares.
So:
23.24 mils shares / total 383 mil shares = around 6.07%
* SYK expected MAKO to pull in 6.07% portion of revenue 5 years later *
AFTER STRYKER ACQUIRED MAKO, ON THE 5TH YEAR, THEY EXPECTED TO SEE PER-YEAR-REVENUE IN 2018 (2013 + 5 YEARS) FROM THE SYNERGIES & THE ACQUIRED TECH/PRODUCTS:
6.07% X $8,657 mils (SYK 2012 Total Revenue) = around $525.30 mils!!!
&
Now look at Page 32 for the revenue projections:
https://www.sec.gov/Archives/edgar/data/1411861/000157104913001098/t1300603-def14a.htm (MAKO DEFM14A = voted on M&A)
In 2018 (5 years from 2013 = BO Year)...
Low = $409 mils
* $525.30 mils from above calculations fit right in between *
High = $576 mils
https://www.sec.gov/Archives/edgar/data/1411861/000157104913001098/t1300603-def14a.htm
Based on the a few calculations so far (using REAL examples from past M&A), I am very confident that the BO Valuation models I presented so far is "acceptable" even it is an "uneducated guess" from an unscholarly person that is not even in the the field of corporate M&A.
AMDA BO VALUATION examples from previous post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137365316
Please feel free to guess your own BO #s...of course it all depends how much you think AMDA's tech/products + Synergies of both companies can help ZIMMER to generate yearly revenue in the year 2022 or in the year 2023...which is the 5th year from 2018:
a. $100 mils yearly revenue ~ BO Valuation of $300 mils
b. $200 mils yearly revenue ~ BO Valuation of $600 mils
c. $300 mils yearly revenue ~ BO Valuation of $900 mils
d. $400 mils yearly revenue ~ BO Valuation of $1200 mils ($1.2 bil)
e. $500 mils yearly revenue ~ BO Valuation of $1500 mils ($1.5 bil)
f. $600 mils yearly revenue ~ BO Valuation of $1800 mils ($1.8 bil)
etc...
The Payout Per Share is derived from Total BO Valuation divided by the Total Shares (just need 1 set of warrant = enough cash to pay Sonny LLC & cleanly close the book after M&A)...but I will provide both calculations regardless...
Scenario 1: Both sets of warrants exercise = $15 mils proceed
a. OS ~~~ 3 mils shares
b. 1st set of warrants @ $12.20 exercise price ~~~ 920K shares
c. 2nd set of warrants @ $6.50 exercise price ~~~ 600K shares
d. Note Holders shares ~~~ 600K shares
e. 10% Change of Control Incentive ~~~ 500K shares
TOTAL: 5.6 mils shares!
Scenario 2: Just 1 set of warrants exercise = $4 mils proceed
a. OS ~~~ 3 mils shares
b. 2nd set of warrants @ $6.50 exercise price ~~~ 600K shares
c. Note Holders shares ~~~ 600K shares
d. 10% Change of Control Incentive ~~~ 500K shares
TOTAL: 4.7 mils shares!
Now, PAYOUT PER SHARE = the BO Valuation / 4.7 mils:
a. $300 mils ~ $64 PAYOUT PER SHARE
b. $600 mils ~ $128 PAYOUT PER SHARE
c. $900 mils ~ $191 PAYOUT PER SHARE
d. $1200 mils ~ $256 PAYOUT PER SHARE
e. $1500 mils ~ $319 PAYOUT PER SHARE
f. $1800 mils ~ $383 PAYOUT PER SHARE
etc...
& BO Valuation / 5.6 mils:
a. $300 mils ~ $54 PAYOUT PER SHARE
b. $600 mils ~ $108 PAYOUT PER SHARE
c. $900 mils ~ $162 PAYOUT PER SHARE
d. $1200 mils ~ $216 PAYOUT PER SHARE
e. $1500 mils ~ $270 PAYOUT PER SHARE
f. $1800 mils ~ $324 PAYOUT PER SHARE
etc...
As you can see, 4.7 mils vs. 5.6 mils (MAXIMUM) total shares count - does make a big dif. in the "PAYOUT PER SHARE" at the end.
Honestly & conservatively, I would guess...$1.25 bil minimum BO Valuation is considered cheap for Zimmer to completely own Si3N4 tech (MUST HAVE for them). It means Si3N4 tech + Synergies will help Zimmer to generate around $400 mils to $500 mils revenue (from all product lines) in the year 2022...which is a very easy target to hit. AMDA has around 15 to 20 employees on their sale team, they can generate $13 mils revenue per year in Spine products. If Zimmer assigns 20 folds of sales (around 400)... to help to sell AMDA products using their relationships w/ their current customers, it's quite easy for Zimmer to generate:
$13 mils X 20 = $260 mils (quite easy to hit $200+ mils yearly revenue just on Spine products)
with just 400 sales / 19K total employees = 2% of their workforce!
Also, check Boston's estimate:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137680361
Place your bet accordingly folks...are you in for big capital gain?
Even the SHARKS are loading shares before M&A announcement:
Sabby added 2.61% again in 4Q 2017 finally (they sold out their position in 2Q 2017 - was a FAILED attempt of PPS attack!) plus 2 Note Holders will convert shares as well...I've said many time already, the crap talkers = BUYERS
together w/ this group (since Sep 30th, 2017, could be more by now):
http://www.nasdaq.com/symbol/amda/institutional-holdings
https://whalewisdom.com/stock/amda-2
THEY WILL MAKE SURE THE BO VALUATION WILL BE FAIR!
These above funds are in tug-of-war to get shares against these BEARs:
http://www.nasdaq.com/symbol/amda/short-interest
=======LOAN EVENTS PRIOR M&A ANNOUNCEMENT===========
******************Ticker = OSI******************
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000874691&type=&dateb=&owner=exclude&count=40
On October 12, 2006, OSI Restaurant Partners, Inc. entered into a short-term uncollateralized line of credit agreement (the “Credit Agreement”) with Wachovia Bank, National Association (“Wachovia”). The Company also has a $40,000,000 line of credit with Wachovia and Wachovia is the agent and a lender in the Company’s $225,000,000 syndicated line of credit. The Credit Agreement is effective immediately and has a maximum borrowing amount of $50,000,000. The line of credit matures in March 2007 and permits borrowing at an interest rate 55 basis points over the LIBOR Market Index Rate at the time of each draw. The Credit Agreement contains certain restrictions and conditions as defined in the agreement and include the Company’s covenant commitments under existing lines of credit.
https://www.sec.gov/Archives/edgar/data/874691/000087469106000139/form8-kcreditagrmtoct2006.htm (Filed on 2006-10-18)
...then 18 days later, M&A announcement:
On November 5, 2006, OSI Restaurant Partners, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kangaroo Holdings, Inc., a Delaware corporation (“Parent”), and Kangaroo Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are owned by an investor group comprised of affiliates of Bain Capital Partners, LLC and Catterton Partners and the Company’s founders, Robert D. Basham, J. Timothy Gannon and Chris T. Sullivan.
https://www.sec.gov/Archives/edgar/data/874691/000087469106000152/form8-knov2006merger.htm (Filed on 2006-11-06)
...The buyer (Kangaroo, Bain, et al) started to talk to them months before the LOAN EVENT:
On May 19, 2006, representatives from Catterton again contacted Mr. Allen about the possibility of Catterton resuming its consideration of a transaction with OSI. Catterton also informed Mr. Allen that it had discussed with Bain Capital the possibility of jointly making a proposal to acquire all of the outstanding common stock of OSI and that Bain Capital had expressed interest in the possibility of such a transaction. Catterton requested that Mr. Allen allow Catterton and Bain Capital (collectively, “Bain/Catterton”) to conduct due diligence of OSI with a view toward potentially making a proposal to acquire all of the outstanding common stock of OSI.
https://www.sec.gov/Archives/edgar/data/874691/000095012307004944/y28878dmdefm14a.htm#117 (Page 18)
******************Ticker = ANAC******************
https://www.sec.gov/cgi-bin/browse-edgar?CIK=anac&owner=exclude&action=getcompany
On April 6, 2016, Anacor Pharmaceuticals, Inc. (the “Company”) issued and sold $287.5 million aggregate principal amount of 2.00% Convertible Senior Notes due 2023 (the “Convertible Notes”) to Goldman, Sachs & Co., Citigroup Global Markets Inc., Cowen and Company, LLC, Wedbush Securities Inc. and JMP Securities LLC, as initial purchasers, for resale to qualified institutional buyers in a private offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Rule 144A under the Securities Act (the “Offering”). Included in the Offering were $37.5 million aggregate principal amount of Convertible Notes issued upon the exercise in full of the over-allotment option granted to the initial purchasers in the Offering. The Convertible Notes are general unsecured obligations of the Company. The Convertible Notes bear interest at a fixed rate of 2.00% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2016. Subject to satisfaction of certain conditions and during certain periods, the Convertible Notes will be convertible at the option of holders into cash, shares of the Company’s common stock or a combination thereof (with the form of consideration at the Company’s election). The Convertible Notes will mature on April 15, 2023, unless earlier purchased or converted. The Convertible Notes will not be redeemable at the Company’s option prior to their maturity date.
https://www.sec.gov/Archives/edgar/data/1411158/000110465916110133/a16-6787_48k.htm
....then 40 days later, M&A announcement:
On May 14, 2016, Anacor Pharmaceuticals, Inc., a Delaware corporation (“Anacor”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pfizer Inc., a Delaware corporation (“Pfizer”), and Quattro Merger Sub Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Pfizer.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, Pfizer will cause Merger Sub to commence a cash tender offer (the “Offer”) within 13 business days following the date of the Merger Agreement to acquire all of Anacor’s outstanding shares of common stock, par value $0.001 per share (the “Anacor Stock”), for $99.25 per share, net to the seller in cash, without interest, subject to any required withholding of taxes (the “Offer Price”). The Offer will remain open for a minimum of 20 business days from the date of commencement.
https://www.sec.gov/Archives/edgar/data/1411158/000095010316013361/dp65732_8k.htm
No DEFM14A = They didn't vote, but I bet they talked for months before M&A news.
******************Ticker = PTHN******************
On April 20, 2017, Patheon Holdings I B.V. (“Parent Borrower”), a subsidiary of Patheon N.V., entered into Amendment No. 4 and Refinancing Amendment No. 1 (the “Fourth Amendment”) to make certain amendments to the credit agreement governing Parent Borrower’s senior secured credit facilities (the credit agreement so amended, the “Amended Credit Agreement”), including extending certain maturities and commitments and refinancing portions of such senior secured credit facilities. Pursuant to the Fourth Amendment, the Parent Borrower’s existing term loans were refinanced with new term loans (the “Tranche B Term Loans”) consisting of (i) Tranche B Dollar Term Loans in an aggregate initial principal amount of approximately $1.133 billion, and (ii) Tranche B Euro Term Loans in an aggregate initial principal amount of approximately €463.1 million. The Tranche B Term Loans will mature on April 20, 2024. The Fourth Amendment also refinanced and extended the availability of certain of the Parent Borrower’s existing revolving commitments and added additional revolving commitments (together the “Tranche B Commitments”). The Tranche B Commitments are comprised of (i) additional revolving commitments in an aggregate principal amount of $50.0 million, and (ii) extended revolving commitments in an aggregate principal amount of $112.9 million. The Tranche B Commitments will terminate on April 20, 2024. The Parent Borrower’s existing revolving commitments that were not refinanced as Tranche B Commitments remain in effect in an aggregate principal amount of $87.1 million and will terminate on March 11, 2019 (the “Tranche A Commitments”). The Tranche A Commitments and Tranche B Commitments (together the “Revolving Facility”) total $250.0 million, of which up to $75.0 million is available for letters of credit.
https://www.sec.gov/Archives/edgar/data/1643848/000134100417000274/form8-k.htm
...then 19 days later, M&A news:
On May 15, 2017, Patheon N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (“Patheon”), entered into a Purchase Agreement (the “Purchase Agreement”) with Thermo Fisher Scientific Inc., a Delaware corporation (“Parent”), and Thermo Fisher (CN) Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg and wholly owned subsidiary of Parent (“Buyer”).
Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions thereof, Buyer will commence a tender offer (the “Offer”) to purchase all of the outstanding ordinary shares, par value €0.01 per share, of Patheon (the “Shares”) at a price of $35.00 per Share in cash, without interest (the “Offer Price”). The Offer will initially remain open until 9.00 a.m. (New York City time) on the day that is the later of (a) 21 business days following the commencement date of the Offer and (b) six business days after the date of the extraordinary general meeting discussed below (the “EGM”), and may be extended in accordance with the terms of the Purchase Agreement (the “Expiration Time”).
https://www.sec.gov/Archives/edgar/data/1643848/000156761917001078/s001702x4_8k.htm
...The buyer (Thermo Fisher) started to talk to them months before the LOAN EVENT:
On February 28, 2017, Marc Casper, the President and Chief Executive Officer of Thermo Fisher and Mr. Mullen met for dinner. At that dinner, Messrs. Mullen and Casper discussed generally Patheon’s and Thermo Fisher’s respective businesses and operations. Mr. Casper stated that Thermo Fisher was interested in engaging in discussions to acquire Patheon and that Mr. Mullen should expect to receive a preliminary non-binding acquisition proposal in the near term. Mr. Mullen stated that any such proposal would need to be discussed with the Patheon Board. On March 1, 2017, Mr. Mullen relayed the substance of his conversation with Mr. Casper to Paul Levy, Chairman of the Patheon Board.
https://www.sec.gov/Archives/edgar/data/1643848/000156761917001306/s001738x2_defm14a.htm#psPA5 (Page 41)
They hosted annual meeting (DEF14A) & DEFM14A to vote on the M&A.
******************Ticker = PNRA******************
On February 1, 2017, Panera Bread Company (the “Company”) entered into a term loan agreement, by and among the Company, as borrower, Bank of America, as administrative agent, and each lender from time to time party thereto (the “Term Loan Agreement”). The Term Loan Agreement provides for up to two unsecured drawdowns of a term loan in the aggregate principal amount of up to $200 million and provides that the Company may select the interest rates under the loan equal to (1) the Eurodollar Rate (as defined in the Term Loan Agreement) plus the “Applicable Rate” for Eurodollar loans (which is an amount ranging from 1.00% to 1.50% depending on the Company’s consolidated leverage ratio) or (2) the “Base Rate” (which is defined as the higher of the Bank of America prime rate, the Federal funds rate plus 0.50%, or the Eurodollar Rate plus 1.00%) plus the “Applicable Rate” for Base Rate loans (which is an amount ranging from 0.00% to 0.50% depending on the Company’s consolidated leverage ratio). The Company’s obligations under the term loan are guaranteed by certain of its direct and indirect subsidiaries. The loan will become due on February 1, 2022, subject to acceleration upon certain specified events of defaults, including breaches of representations or covenants, failure to pay other material indebtedness or a change of control of the Company, as defined in the Term Loan Agreement.
https://www.sec.gov/Archives/edgar/data/724606/000119312517033295/d331727d8k.htm
The day they disclosed this Loan, which will become due in 2022, the "bonnie & clyde" AKA (doyourdd & 7948) were like NO M&A for 5 more years! Sell, Sell, Sell!!! POS borrowed $200 mils...dilution coming to pay for debt! SMH...
... then 57 days later, M&A news
On April 4, 2017, Panera Bread Company, a Delaware corporation (the “Company” or “Panera”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Rye Parent, Corp., a Delaware corporation (“Parent”), Rye Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (“JAB”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of (i) Class A common stock, with a par value of $0.0001 per share, of the Company (the “Class A Common Stock”), and (ii) Class B common stock, with a par value of $0.0001 per share, of the Company (the “Class B Common Stock”, and, together with the Class A Common Stock, the “Common Stock”), except for certain excluded shares, will be automatically cancelled and converted into the right to receive $315.00 in cash (the “Merger Consideration”).
... (before JAB Holdings = the actual buyer)...Company A started to talk to them months before the LOAN EVENT:
In October of 2016, coinciding with one of these strategic discussions, Mr. Shaich and a representative of Party A also discussed the potential for a business combination. During this time, Mr. Shaich and William Moreton, Executive Vice Chairman of the Company, had conversations with and exchanged high-level perspectives about the Company’s business with representatives of Party A. In November 2016, a representative of Party A called Mr. Shaich and informed him that given the then-current stock price of the Company that Party A was not in a position to move forward with any further exploration of a business combination.
On February 9, 2017, Mr. Shaich, Olivier Goudet, the Chief Executive Officer of JAB, and David Bell, Head of M&A of JAB, had an introductory meeting for a general discussion around their respective businesses.
https://www.sec.gov/Archives/edgar/data/724606/000119312517189582/d366589ddefm14a.htm#toc366589_25 (Page 29)
& last but not least, NO ANNUAL MEETING in 2017 = M&A YEAR!
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000724606&type=def+14a&dateb=&owner=exclude&count=40
DEF 14A was replaced by DEFM14A in 2017
******************Ticker = LBRI from last post******************
https://www.sec.gov/cgi-bin/browse-edgar?company=bio+reference&owner=exclude&action=getcompany
On May 14, 2015, Bio-Reference Laboratories, Inc. (the “Company”) closed on a Fourteenth Amendment to Loan Documents (“Loan Amendment”) with PNC Bank, National Association (“PNC”) as Lender and as Agent, amending the Amended and Restated Loan and Security Agreement dated September 30, 2004 by and between the Registrant and PNC (“Loan Document”). Pursuant to the Loan Amendment, which was dated May 5, 2015, the Company’s credit facility from PNC was extended from October 31, 2016 to October 31, 2020, and the maximum permitted amount of the credit line from PNC was increased from 70 million to $120 million (not to exceed 50% of the Company’s eligible receivables as defined in the Loan Document). Interest on advances under the Loan Agreement is payable based on PNC’s prime rate, and may also be based in part on a “Euro-Rate” linked to the London interbank offer rate for US dollars, in each case, plus an additional interest percentage. The credit line is collateralized by substantially all of the Company’s assets. The Loan Agreement contains restrictions against certain specified acquisitions, borrowings and extensions of credit by the Company, places limitation on capital expenditures, and requires the Company to maintain a fixed charge coverage of not less than 1.25 to 1.0.
https://www.sec.gov/Archives/edgar/data/792641/000110465915039712/a15-12472_18k.htm
...thought they needed money to run the operations for another 100 years?
No way Jose! 15 calendar days later:
On June 3, 2015, Bio-Reference Laboratories, Inc., a New Jersey corporation (the “Company”), OPKO Health, Inc., a Delaware corporation (“OPKO”) and Bamboo Acquisition, Inc., a New Jersey corporation and a direct wholly owned subsidiary of OPKO (“Sub”), entered into an agreement and plan of merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Sub will be merged with and into the Company (the “Merger”) and the Company will be the surviving corporation and OPKO’s wholly owned subsidiary. The Merger is intended to qualify as a reorganization within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), so that none of OPKO, the Company nor any of the Company’s shareholders generally will recognize gain or loss for U.S. federal income tax purposes in the transaction.
At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), (other than any shares of the Company Common Stock (including shares held in treasury by the Company) held by OPKO or any OPKO subsidiary or the Company or any Company subsidiary) will automatically be converted into and exchanged for the right to receive 2.75 shares (the “Exchange Ratio”) of OPKO’s common stock, par value $0.01 per share (the “OPKO Common Stock”). No fractional shares of OPKO Common Stock will be issued in the Merger, and the Company’s shareholders will receive one share of OPKO Common Stock in lieu of any fractional shares, after taking into account all of the shares of the Company Common Stock represented by certificates or book-entries, delivered by such shareholder.
https://www.sec.gov/Archives/edgar/data/792641/000095010315004578/dp56888_8k.htm
... The buyer (OPKO) started to talk to them months before the LOAN EVENT:
During the 2014-2015 period, Bio-Reference entered into confidentiality agreements and exchanged non-public due diligence materials with 12 of these potential counterparties. Most of these confidentiality agreements included customary standstill provisions. Discussions with a number of these potential counterparties continued up until the date Bio-Reference entered into the merger agreement with OPKO on June 3, 2015
On March 20, 2015, Dr. Phillip Frost, MD, the Chairman and Chief Executive Officer of OPKO, requested through an intermediary a meeting with Charles T. Todd, Jr., Bio-Reference’s Senior Vice President of Sales and Marketing, to discuss a potential commercial relationship or strategic transaction between OPKO and Bio-Reference that could provide an outlet for OPKO’s diagnostic services and products.
https://www.sec.gov/Archives/edgar/data/792641/000119312515256160/d104092ddefm14a.htm#toc104092_55 (Page 58 & 59)
& last but not least, NO ANNUAL MEETING in 2015 = M&A YEAR!
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000792641&type=def+14a&dateb=&owner=exclude&count=40
DEF 14A was replaced by DEFM14A in 2015
******************Ticker = NMRX*******************************
https://www.sec.gov/cgi-bin/browse-edgar?company=&match=&CIK=nmrx&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany
On June 7, 2017 (the "Closing Date"), Numerex Corp. (the "Company") entered into a Note Purchase Agreement by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the purchasers from time to time party thereto, and HCP-FVF, LLC, an affiliate of Hale Capital Partners LP, as collateral agent and as purchaser ("Hale Capital"). Pursuant to the Note Purchase Agreement, Company issued and sold to Hale Capital senior secured promissory notes in an aggregate original principal amount of $13,500,000 (the "Notes").
The Notes are secured by a first priority security interest in substantially all assets of the Company and its subsidiaries.
Concurrently with the Closing, the Company used $12,367,323.33 of the proceeds of the Notes to repay the outstanding principal under the Term Loan Agreement, dated as of March 9, 2016, by and among the Company, certain of its subsidiaries, the term lenders party thereto and Crystal Financial LLC, as Term Agent, plus accrued interest and related prepayment penalties and expenses.
https://www.sec.gov/Archives/edgar/data/870753/000141588917000965/form8k-06122017_010655.ht
Quite similar to AMDA = get one loan to pay off another loan (trouble lender)...then, M&A next...
On August 2, 2017, Numerex Corp. (“Numerex”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sierra Wireless, Inc., a Canadian corporation (“Sierra”), and Wireless Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Sierra (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Numerex, with Numerex surviving as a wholly-owned subsidiary of Sierra (the “Merger”). The Merger Agreement was unanimously approved and adopted by the boards of directors of each of Numerex and Sierra.
https://www.sec.gov/Archives/edgar/data/870753/000114420417040683/v472386_8k.htm
....The buyer (Sierra) started to talk to them a few months before the LOAN EVENT:
After consulting with the Working Group, representatives of Deutsche Bank met with or spoke by telephone on a confidential basis with representatives of 17 of these 31 parties, including Sierra Wireless on August 29, 2016. Six of these parties, including Party A, Party B, Party C, Party D and Sierra Wireless, would later enter into non-disclosure agreements with Numerex and receive a management presentation.
https://www.sec.gov/Archives/edgar/data/870753/000119312517326609/d486841ddefm14a.htm#tx455226_34 (Page 39)
& last but not least, NO ANNUAL MEETING in 2017 = M&A YEAR!
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000870753&type=def+14a&dateb=&owner=exclude&count=40
DEF 14A was replaced by DEFM14A in 2017
************AMDA LOAN WITH 2 NEW NOTE HOLDERS*****************
1. On Jan 2nd, 2018, M&A isn't officially signed yet. They had to do business as usual...Hence they signed the agreement w/ 2 Magna & Anson to get rid of Hercules first. Also, I do agree with FARMER6's post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137660360
Moreover,
Zimmer's new CEO quickly jumped ship from MDT to Zimmer in the holiday weeks. Why the rush? Looks like he has to spend tons of time to review the pending deal w/ AMDA. He is captain of the ship. Obviously, he must be signing more documents than others. M&A w/ AMDA is his first & big event at Zimmer as well. He must makes sure he is not screwing anything up! First Great Impression is extremely important!
2. Possibly, Hercules doesn't accept the same loan term like the note holders (payment via shares & anti-dilution terms).
3. All converted, restricted shares can't be sold on the market for 6 months term under SEC rule 144. Why are they willing to hold the bag of shares like the retail "longs"? I am surprised that the BEARs didn't use the "6 month can't sell shares = no M&A for months" to spin their baloneys. The FACT is SEC rule 145 allow the note holders to sell their restricted shares in the case of M&A (Business Combinations):
SEC Rule 145 establishes that exchanges of securities in connection with reclassifications of securities, mergers and acquisitions, consolidations, or asset transfers subject to shareholder vote are subject to securities regulations. Also, Rule 145 establishes a way to sell these securities without registering them with the SEC. The same restrictions established in Rule 144 for restricted stocks apply to those securities defined in Rule 145.
https://www.priorilegal.com/securities/sec-rules-144-and-145
4. Do you really think SHARKS like Magna & Anson are in the game to earn $300K interests only? Obviously, they are seeing what the BULLs have been seeing for months. Position themselves with shares to CASH OUT BIG ON M&A!
5. On Jan 17th, Magna & Anson will convert their first set of shares, 2 options:
a. 1 month = 33K shares (1.1%) each X 2 = 66K shares (2.2% of the
OS) & their next conversion date will be on Feb 17, 2018
b. 3 months (accelerated) = 100K shares (3.3%) each X 2 = 200K
shares (6.6% of the OS) & their next conversion will be on Apr 17,
2018
By this date, I HIGHLY DOUBT THERE IS STILL "AMDA" TICKER TO TRADE ON THE MARKET = M&A ALREADY CLOSE BY THEN.
My question for REAL BULLs:
Right after their first share conversion, if M&A news is out the next day, can they convert more shares from the remaining principal to cash out on M&A? This is something kinda confuse me that I think I have to read the contracts of the note again.
==========500 M&A EXAMPLES SURVEY==============
1. 20% (1 out of 5) had DEFM14A to replace the regular annual meeting DEF 14A (no annual meeting hosted) in the year of M&A.
*** It means 80% had both DEF14A & DEFM14A ***
2. 20% (1 out of 5) had LOAN EVENT before M&A announcement (7 calendar days to 60 calendar days range)
Sonny, when will you release the M&A news? How many more days man? Randomly right? Don't get caught off guard folks!
BULLs can wait...but can Zimmer wait????? I doubt! THEY NEED Si3N4 to help them to grow their stalling business.
=======================
Financial, Litigations, Tax, etc...
"What do the company’s annual, quarterly, and (if available) monthly financial statements for the last three years reveal about its financial performance and condition?"
https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#7ec37eca4bfc
THE DESPERATE BEARs SAY "AUDIT 3 YEARS FINANCIAL TO DO OFFERING" = LMAO!
==========================
AMDA is a biomaterial company. Their magical Si3N4 tech can penetrate many type of market (Shoulders, Ankles, Spines, Knees, Hips, Dental, 3D Printing, Metal Brazing, Non-Medical Applications)...In addition, Japan Clearance + Huge Deals coming, Pending CFDA (a couple 100K units deal signed), plus 200mils + NOL (accumulated tax loss), etc...
I believe the BO valuation will be interesting & I can't wait to read the details of the deal. These guys will make sure the BO price will be fair & square:
https://fintel.io/so/us/amda (Since Sep 30th, 2017 could be more by now)
So I am not stressing out (over the BS slinging from BEARs) ... that the tech will be stolen for cheap! It can't be cheaper than the paid-in capital:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)
https://www.business-case-analysis.com/paid-in-capital.html
Also, their IPR&D valuation should be enormous based on the addressable market potential. Check Boston's blog to see crazy addressable market size of the tech in details. Just google ... you will find the same public info Boston found.
BULLs, use your "greedy" imagination for the BO price!
=====================
Wink @ BLUE POPEYES:
Warum versteckst du dich wie eine Ratte?
am meisten zwielichtiger Charakter!
Static type of Forum (i.e. IHUB) = Spreading FAKE BK article using stealth aliases to aid the attack on the share price.
Streaming type of Forum = INDIRECTLY spreading F.U.D. like "dilution coming", "BK", "Going Private"? all false rumors...
Can you please post the FAKE BK article again in the mainstream? Please help the SEC out:
https://www.sec.gov/news/press/2008/2008-64.htm
https://www.sec.gov/news/press-release/2017-176
https://www.bloomberg.com/news/articles/2016-05-17/wall-street-faces-new-front-for-lawsuits-after-top-court-ruling
So be careful when you spread false rumors that AMDA is going BK or going Private to help you to manipulate price! Don't get caught by SEC & become BUBBA's girlfriend later!
What is a BK company looks like?
https://www.businesswire.com/news/home/20171212005551/en/Dextera-Surgical-Files-Chapter-11-Bankruptcy-Signs
https://www.sec.gov/Archives/edgar/data/1178104/000143774917018897/crdc20170930_10q.htm:
1. Total stockholders' deficit $(8,291) <<< NEGATIVE (page 2)
2. Revenue = $694K = Basically close to no income (page 3)
3. Net loss $(3,537) <<< $3.537 mils loss per quarter w/ NO income! (page 4)
4. "expects to incur losses for the next several years." (page 8)
5. https://www.sec.gov/cgi-bin/browse-edgar?CIK=dxtr&owner=exclude&action=getcompany
*** search item 3.01...you will see tons of NASDAQ delisting warnings regarding the stock equity issue ***
6. etc...more in their SEC filings
Here is the link to the docket files of DXTR BK case (read their motions, you will see many reasons for them to file BK case):
http://www.omnimgt.com/mobile/documents?clientId=2402&tagid=974
*** AMDA has no ground to file any type of BK cases w/ BK courts!!! ***
==========================
Now let's talk about "dilution" ... F.U.D. by BEARs:
1. S-3 = ineligible for many months due to NT 10-K Filed (WILL NOT HAPPEN)
2. S-1 = takes 40+ days = by the time CASH in the coffer = almost early March 2018! ... BEARs have been waiting for the S-1 from Sonny since the Nov 1st, 2017? LMAO! (WILL NOT HAPPEN)
... the only & next possible step:
3. Exercise Warrants for M&A events:
M&A news = $15 mils in the coffer instantly from warrants exercise in full price. Enough $$$ to wrap things up (Pay off the new note & Sonny LLC) & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado.
=======================
My observations on share price:
First, paint the chart to make it looks like a POS ticker (deter 90% of buyers/flippers/traders) ... the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 5 millions fully diluted shares including 10% COC incentive to executives (which is directly connected to the payout per share in the event of M&A ... derive from total BO valuation). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short positions & extra shares to cash out on M&A event).
====================
Strategically for both Zimmer & AMDA:
Japan clearance could be here this month (we are at the 6th month since the QMS process). M&A & Japan = Q1 = help boost huge revenue for Zimmer. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institutions investor off. Hurry up & pull the trigger Zimmer!
* Retail investors only care about when the deals announcement to cash out *
I am banking on my ATM machine = Zimmer ... that they need the super biomaterial Si3N4 tech badly!
It's a win-win-win-win situation for Zimmer, AMDA, AMDA retail investors & unfortunate patients out there:
It's all about SYNERGY! 1. One has the tech, 2. one has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors to cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial types!
================================
My risk & reward mentality:
In the event of M&A (99% chance...we need the last 1% which is the announcement to confirm the expecting M&A), the BEARs will be game over! In the event of BK which is 0% chance, the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment!
=================================
Long & Strong until M&A day
DON'T feed the BEARS
HOLD tight to your shares
STEAL the cheap shares that they use to paint the chart
BEARs play mind games on BULLs like Harry S. Truman's Quote:
"If you can't convince them, confuse them."
The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid? Also, REAL BULLs should beware of FAKE Bulls that play the role of "victim" of the the company! Toying the emotions & sentiments of the REAL BULLs! Promote other tickers = telling the retail investors to sell AMDA shares & invest elsewhere ... good try...good try...randoms act of kindness again...wink*
This is the way I interpret all the BEARs BS spinning:
1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!
2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!
My est. #s just on their IP & IPR&D alone = minimum $200 mils
please give me just a guessing # in millions.
any real BULLs...please...give me a guess
I need a guess of #s for my details explanation later.
&
Also, I AGREE 98% on all the DDs in your blog. As for this subject about the conspiracy that Sonny is helping Zimmer to steal AMDA's tech for pennies...I DISAGREE 100% on this conspiracy theory. All Sonny can do is to makes sure Zimmer will own Si3N4 for a FAIR PRICE = Mutual, friendly deal... both AMDA & Zimmer = public companies man...own by shareholders! High BO Valuation, Zimmer investors will file lawsuits. Low BO Valuation, AMDA investors will file lawsuits... hence it must be a FAIR PRICE in between.
You would think Zimmer officers & Sonny & Team will risk themselves to go to prison for the tech? & the:
Sharks = note holders, sabby &
the Whales:
http://www.nasdaq.com/symbol/amda/institutional-holdings
In addition, the hidden volves that are holding ton of shares (under 5% threshold w/o having to report to SEC)
WILL NOT allow the so called "concern" to happen!
Relax my friend...
I bet you they are in the process to finalize the deals man.
Buying an estate = 5-inch thick stack of documents to chew through & sign.
9-digit deal to buy a public company w/ superior tech = 5-foot tall stack of documents to carefully go through & sign.
Boston,
Your "concern" is NONE existent as you only scratching the surface of this subject. It's not as simple as you think man. You posted that link about "BK" & now the BEARs are using it to spread FUD. "BK" talk about AMDA is irrelevant, Not Applicalbe, Illogical & no common sense man. Yours so called "crown jewel" theory has 2 meanings:
1. In the case of BK, Sonny will be the 1st in line to grasp their assets (since Herules is gone)...right? FYI...you need to read the 2 new notes contracts again.
2. In the case of hostile takeover, Sonny will sell their most valuable assets to another 3rd parties like Zimmer for cheap...so the hostile attackers will only get the skeleton (shell of the company) & the soul (most valuable assets will be owned by Zimmer for pennies)? right? FYI...Shareholders must say "YES" first.
Can you please truthfully tell me how much you think AMDA's most valuable assets worth? Can you please give me an estimate #s (in the form of millions dollars) on their Intellectual Properties, their IPR&D (In Process R&D)?
Thanks!
P.S. I will explain in very details after I get your est. #s.
Hey Bulls, I have more stuffs to challenge the BEARs again:
Sorry for the BOLD text...I still can't figure out where the mistake was...hmm.
===========================================
My last post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137423005
Boston's blog:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136941020
==========EXAMPLE 1==================
Loan Note almost max out, Loan Note Amendment to raise credit line:
On May 14, 2015, Bio-Reference Laboratories, Inc. (the “Company”) closed on a Fourteenth Amendment to Loan Documents (“Loan Amendment”) with PNC Bank, National Association (“PNC”) as Lender and as Agent, amending the Amended and Restated Loan and Security Agreement dated September 30, 2004 by and between the Registrant and PNC (“Loan Document”). Pursuant to the Loan Amendment, which was dated May 5, 2015, the Company’s credit facility from PNC was extended from October 31, 2016 to October 31, 2020, and the maximum permitted amount of the credit line from PNC was increased from 70 million to $120 million (not to exceed 50% of the Company’s eligible receivables as defined in the Loan Document).
https://www.sec.gov/Archives/edgar/data/792641/000110465915039712/0001104659-15-039712-index.htm
I bet you their BEARs (doyourdd) was like "F***", POS.. burn cash
& only burn cash again!!!
Then 15 calendar days later, on 2015-06-04 = M&A 8-K
"On June 3, 2015, Bio-Reference Laboratories, Inc., a New Jersey corporation (the “Company”), OPKO Health, Inc., a Delaware corporation (“OPKO”) and Bamboo Acquisition, Inc., a New Jersey corporation and a direct wholly owned subsidiary of OPKO (“Sub”), entered into an agreement and plan of merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Sub will be merged with and into the Company (the “Merger”) and the Company will be the surviving corporation and OPKO’s wholly owned subsidiary. The Merger is intended to qualify as a reorganization within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), so that none of OPKO, the Company nor any of the Company’s shareholders generally will recognize gain or loss for U.S. federal income tax purposes in the transaction."
https://www.sec.gov/Archives/edgar/data/792641/000095010315004578/0000950103-15-004578-index.htm
Buyer was talking to them 2 months before the day they signed the Credit Note Amendment Agreement w/ their lender:
On March 20, 2015, Dr. Phillip Frost, MD, the Chairman and Chief Executive Officer of OPKO, requested through an intermediary a meeting with Charles T. Todd, Jr., Bio-Reference’s Senior Vice President of Sales and Marketing, to discuss a potential commercial relationship or strategic transaction between OPKO and Bio-Reference that could provide an outlet for OPKO’s diagnostic services and products. Prior to the requested meeting, OPKO confirmed its obligations under a 2011 confidentiality agreement with Bio-Reference relating to pre-existing ordinary course commercial discussions. Dr. Frost and Mr. Todd met on March 25, 2015 in Miami, Florida and, at this meeting, Dr. Frost expressed an interest in exploring a potential acquisition of Bio-Reference by OPKO. Dr. Frost did not propose an exchange ratio or other economic terms of an acquisition proposal at this time. Dr. Frost invited Mr. Todd and other members of Bio-Reference’s management to have a further meeting to discuss OPKO’s interest.
https://www.sec.gov/Archives/edgar/data/792641/000119312515256160/d104092ddefm14a.htm#toc104092_55 (Page 59)
It means they needed to take care the "business as usual" matter like asking their lender to increase note credit line for corp. purpose ... regardless they had been talking to the buyer on the potential acquisition at that moment!
===============EXAMPLE 2=======================
On December 8, 2016, Alon USA Energy, Inc. (the “Company”), and Export Development Canada (“EDC”), entered into a Loan Agreement (the “Loan Agreement”) for a term loan in the amount of USD 35,000,000.
The Loan Agreement bears interest at a rate equal to LIBOR plus a margin of 3.75% per annum. Principal payments under the Loan Agreement will be made in nine consecutive quarterly installments commencing December 2018. The loan will mature on December 8, 2020.
Their BEARs (Mad7948) were like "WTF, borrow $ again, POS..get cash to pay for CEO strip dancing party!..Sell Sell Sell. lmao...Looky...mature on December 2020 = NO M&A for 4 more years!
"Proceeds under the Loan Agreement are intended to be used for general corporate purposes."
https://www.sec.gov/Archives/edgar/data/1325955/000132595516000106/alj2016edctermloan8-k.htm
* They got the loan ($) to take care whatever business as usual they needed *
Then 20 calendar days later, on 2017-01-03 = M&A 8-K:
On January 2, 2017, Alon USA Energy, Inc., a Delaware corporation ( “Alon”), Delek US Holdings, Inc., a Delaware corporation (“Delek”), Delek Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Delek (“HoldCo”), Dione Mergeco, Inc., a Delaware corporation and a wholly owned subsidiary of HoldCo (“Parent Merger Sub”) and Astro Mergeco, Inc., a Delaware corporation and wholly owned subsidiary of HoldCo (“Astro Merger Sub” and, together with Holdco and Parent Merger Sub, the “Holdco Parties”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which (i) Parent Merger Sub will, upon the terms and subject to the conditions thereof, merge with and into Delek (the “Parent Merger”), with Delek surviving as a wholly owned subsidiary of Holdco and (ii) Astro Merger Sub will, upon the terms and subject to the conditions thereof, merge with and into Alon (the “Astro Merger” and, together with the Parent Merger, the “Mergers”) with Alon surviving.
In the Astro Merger, each issued and outstanding share of common stock of Alon, par value $0.01 per share (“Alon Common Stock”), other than Alon Common Stock held by Delek or any subsidiary of Delek, will be converted into the right to receive 0.504 validly issued, fully paid and non-assessable shares of New Common Stock, upon the terms and subject to the conditions set forth in the Merger Agreement (the “New Stock Issuance”).
https://www.sec.gov/Archives/edgar/data/1325955/000132595517000002/0001325955-17-000002-index.htm
The term loan is secured by a lien on certain of the Company’s asphalt terminals. The Loan Agreement includes customary events of default and restrictive covenants, including maintenance financial covenants.
"Proceeds under the Loan Agreement are intended to be used for general corporate purposes."
Details of Loan Agreement:
Fundamental Changes. The Borrower shall not, nor shall it permit any Transaction Party or Material Subsidiary to, amalgamate, merge or consolidate with any other Person (each a "Merger") without the prior written consent of EDC
https://www.sec.gov/Archives/edgar/data/1325955/000132595516000106/edcsecuredloanagreement.htm
Treatment of Company Convertible Notes. Within the time periods required by the terms of the Company Convertible Notes Indenture, the Company shall take all actions required therein, to the extent such actions are within the Company’s control, to be performed by it or its Subsidiaries prior to the Astro Effective Time as a result of the execution and delivery of, and the performance by the Company of its obligations pursuant to, this Agreement, the Mergers, and the other Merger Transactions, including the giving of any notices that may be required prior to the Astro Effective Time and the delivery to the trustee or other applicable Person of any documents or instruments, certificates or opinions of counsel to such trustee
https://www.sec.gov/Archives/edgar/data/1325955/000132595517000031/dk-424b3xfinalamendedalonm.htm (Page 80)
Background of the Merger showed they were talking to their buyer months & months before they signed the new loan, then agreed on the terms of M&A follow that! (above link, Page 81 to 135)
==========$$$ TO CLOSE HERCULES LOAN===============
Needed $$$ to pay toxic Hercules'Loan off = clear the road for M&A. Do business as usual prior M&A news. The loan was in fact due on Jan 2nd, 2018, so they had to find ways to fix that issue...
These didn't work:
1. Sonny & Teams didn't want to drive to Vegas from Utah to work at "Chippendales" to earn extra cash.
2. They didn't want to rob the bank & end up in jail.
3. Share Price wasn't high enough to trigger warrant conversions (Bears make sure this will not happen - hence control the PPS for months!)
4. Sonny didn't want to give discount on warrant conversion price.
5. Warrant Holders DON'T want to convert any warrants
6. Hercules didn't want to cooperate (influences by ***) i don't know
7. Hercules might want $2 per share conversion rate = no deal!
8. Sonny LLC has no mas dinero. Special reason they didn't want to use Sonny LLC (Complicate the M&A in the work up!)
& they found the ones that worked:
1. Two new note holders = add 2 layers of protections (on top of Sonny LLC) to fight against hostile takeover (only allow friendly, mutual M&A w/ Zimmer) = big gain for them as well.
2. They agreed to higher price per share ($3.87) conversion rate plus anti-dilution terms.
3. Willing to provide Letters of consent before M&A announcement.
================
OhMan, Boston, Ash & other strong BULLs out there, what is your take on this part:
“Change of Control Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of thirty-three percent (33%) of the voting securities of the Company (other than by means of conversion of the Notes and the Conversion Shares issued together with the Notes); (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than sixty-six percent (66%) of the aggregate voting power of the Company or the successor entity of such transaction; (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than sixty-six percent (66%) of the aggregate voting power of the acquiring entity immediately after the transaction; (d) a replacement at one time or within a one (1) year period of more than one-half (1/2) of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof); or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above..."
https://www.sec.gov/Archives/edgar/data/1269026/000149315218000128/ex10-5.htm (Page 2 from the exhibit of the 8-K)
I haven't got much time to thoroughly read through every single word. I was trying to figure out quickly in the case of M&A announcement, how exactly the conversion process works. Restrictions, Permissions of any kind regarding the conversion process. It does make a dif. ... depends on how many shares will be added to the total fully diluted shares as "denominator" under the BO VALUATION which will directly affect the payout per share. I do know max cap at around 600K shares.
Like if they can terminate the warrants like this:
https://www.sec.gov/Archives/edgar/data/1004608/000119312512033342/d292153dex101.htm
If so, it will bring the fully diluted shares + 10% COC incentive + 600K from new notes to only around 4 mils shares instead of the new total of 5.5 mils
$X BO Valuation / 4 mils will yield way higher payout per share than $X BO Valuation / 5.5 mils!
Another way to look at this is Zimmer might save $$$ too:
For example only, in order to pay $200 per share over M&A:
$200 X 4 mils = 800 mils (cost Zimmer)
$200 X 5.5 mils = 1.1 Bils (300 mils more cost to Zimmer)
They don't need much money if Zimmer takes over the tiny debt from LLC & remaining balance of 2 new notes. At least they can terminate one set of warrants. Proceeds from 1 set of warrants of $4 mils = enough to close the book nicely.
========================
The BEARs are just mad & panic because they wanted to see S-1 from Sonny since November 1st, 2017 @ $2 per share. Didn't Happen! Hercules (their safety net) is now officially gone as well! I am banking on Zimmer can't drag on forever as they need the damn tech to kick start their big, meticulous plans. Also, they have nothing much to help them to grow as well. BEARs are like "magna magna magna" in the house (so scary). They make it sounds like Mr. Kim already pressed the button on his desk to send something to America...lmao...This isn't like 3 or 2 years ago for magna to screw AMDA up man. Current status:
Zimmer Japan Loan - check
Zimmer Spine HQ - check
Zimmer new CEO - check
Zimmer new Spine President - check
Hercules gone - check
Financial Statements Restated & Fully Audited - check
AMDA - loss EPS is so close to $0 - check
Clean Capital Structure - check
2018 Trump Tax Benefits - check
etc...
so damn ready!
=======================
I posted this 6 months ago:
Financial, Litigations, Tax, etc...
"What do the company’s annual, quarterly, and (if available) monthly financial statements for the last three years reveal about its financial performance and condition?"
https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#7ec37eca4bfc
THE DESPERATE BEARs SAY "AUDIT 3 YEARS FINANCIAL TO DO OFFERING" = LMAO!
==========================
AMDA is a biomaterial company. Their magical Si3N4 tech can penetrate many type of market (Shoulders, Ankles, Spines, Knees, Hips, Dental, 3D Printing, Metal Brazing, Non-Medical Applications)...In addition, Japan Clearance + Huge Deals coming, Pending CFDA (a couple 100K units deal signed), plus 200mils + NOL (accumulated tax loss), etc...
I believe the BO valuation will be interesting & I can't wait to read the details of the deal. These guys will make sure the BO price will be fair & square:
https://fintel.io/so/us/amda (Since Sep 30th, 2017 could be more by now)
So I am not stressing out (over the BS slinging from BEARs) ... that the tech will be stolen for cheap! It can't be cheaper than the paid-in capital:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)
https://www.business-case-analysis.com/paid-in-capital.html
Also, their IPR&D valuation should be enormous based on the addressable market potential. Check Boston's blog to see crazy addressable market size of the tech in details. Just google ... you will find the same public info Boston found.
BULLs, use your "greedy" imagination for the BO price!
=====================
Wink @ BLUE POPEYES:
Warum versteckst du dich wie eine Ratte?
am meisten zwielichtiger Charakter!
Static type of Forum (i.e. IHUB) = Spreading FAKE BK article using stealth aliases to aid the attack on the share price.
Streaming type of Forum = INDIRECTLY spreading F.U.D. like "dilution coming", "BK", "Going Private"? all false rumors...
Can you please post the FAKE BK article again in the mainstream? Please help the SEC out:
https://www.sec.gov/news/press/2008/2008-64.htm
https://www.sec.gov/news/press-release/2017-176
https://www.bloomberg.com/news/articles/2016-05-17/wall-street-faces-new-front-for-lawsuits-after-top-court-ruling
So be careful when you spread false rumors that AMDA is going BK or going Private to help you to manipulate price! Don't get caught by SEC & become BUBBA's girlfriend later!
What is a BK company looks like?
https://www.businesswire.com/news/home/20171212005551/en/Dextera-Surgical-Files-Chapter-11-Bankruptcy-Signs
https://www.sec.gov/Archives/edgar/data/1178104/000143774917018897/crdc20170930_10q.htm:
1. Total stockholders' deficit $(8,291) <<< NEGATIVE (page 2)
2. Revenue = $694K = Basically close to no income (page 3)
3. Net loss $(3,537) <<< $3.537 mils loss per quarter w/ NO income! (page 4)
4. "expects to incur losses for the next several years." (page 8)
5. https://www.sec.gov/cgi-bin/browse-edgar?CIK=dxtr&owner=exclude&action=getcompany
*** search item 3.01...you will see tons of NASDAQ delisting warnings regarding the stock equity issue ***
6. etc...more in their SEC filings
Here is the link to the docket files of DXTR BK case (read their motions, you will see many reasons for them to file BK case):
http://www.omnimgt.com/mobile/documents?clientId=2402&tagid=974
*** AMDA has no ground to file any type of BK cases w/ BK courts!!! ***
==========================
Now let's talk about "dilution" ... F.U.D. by BEARs:
1. S-3 = ineligible for many months due to NT 10-K Filed (WILL NOT HAPPEN)
2. S-1 = takes 40+ days = by the time CASH in the coffer = almost late Feb 2018! ... S-1 from Sonny since the late Qs filed (Nov 1st)? LMAO! (WILL NOT HAPPEN)
3. No more Hercules = new note now (today 8-K) = Done
which is protected by "anti-dilutive 20%" rule from SEC:
https://media2.mofo.com/documents/faqsthe20percentrulenonregisteredsecurities.pdf
20% or over = shareholders voting require = 30 days to set up the vote!
19% of 3 mil shares = less than 600K shares
...
& the only & next possible step:
4. Exercise Warrants for M&A events:
M&A news = $15 mils in the coffer instantly from warrants exercise in full price. Enough $$$ to wrap things up (Pay off the new note & Sonny LLC) & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado.
The warrant conversion calculations:
Warrant Calculations
*** Time is running out for the BEARs! ***
=======================
My observations on share price:
First, paint the chart to make it looks like a POS ticker (deter 90% of buyers/flippers/traders) ... the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 5 millions fully diluted shares including 10% COC incentive to executives (which is directly connected to the payout per share in the event of M&A ... derive from total BO valuation). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short positions & extra shares to cash out on M&A event).
====================
Strategically for both Zimmer & AMDA:
Japan clearance could be here this month (we are at the 6th month since the QMS process). If the M&A announcement this week, by the time the deal closes or even during the deal is being closed...Japan clearance should be in. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institutions investor off. Hurry up & pull the trigger Zimmer!
* Retail investors only care about when the deals announcement to cash out *
I am banking big on my ATM machine = Zimmer ... that they need the super biomaterial Si3N4 tech badly!
It's a win-win-win-win situation for Zimmer, AMDA, AMDA retail investors & unfortunate patients out there:
It's all about SYNERGY! 1. One has the tech, 2. one has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors to cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial types!
=======================
My risk & reward mentality:
In the event of M&A (99% chance...we need the last 1% which is the announcement to confirm the M&A), the BEARs will be game over! In the event of BK (Hercules is about to get paid off in 11 more calendar days...so 0%, ZERO, NIL, NULL chance), the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment!
====================
Long & Strong until M&A day
DON'T feed the BEARS
HOLD tight to your shares
STEAL the cheap shares that they use to paint the chart
BEARs play mind games on BULLs like Harry S. Truman's Quote:
"If you can't convince them, confuse them."
The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid? Also, REAL BULLs should beware of FAKE Bulls that play the role of "victim" of the the company! Toying the emotions & sentiments of the REAL BULLs! Promote other tickers = telling the retail investors to sell AMDA shares & invest elsewhere ... good try...good try...randoms act of kindness again...wink*
This is the way I interpret all the BEARs BS spinning:
1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!
2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!
My take on today 8-K:
https://www.sec.gov/Archives/edgar/data/1269026/000149315218000128/form8-k.htm
====================
My last post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137365316
Boston's blog:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136941020
=======JAPAN CLEARANCE================
We are now at 6th month from QMS process = Clearance can be randomly pops up now:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136789837
* I covered the details of Japan Clearance.. scroll all the way down *
Why they are hiding the MAH in Japan (MAH is like local distributor version in China = WEIGAO)???
only reason is the MAH = ZIMMER!!!!!!!!!!!!!!!!!!!!!!!! Remember Zimmmer got a loan of $189 mils in late September from Japanese bank... Huge Operations preparations months before taking over the Si3N4 tech from AMDA.
GOOD TRY BEARS ... TO SPIN BS ... BUT NOT WORKING !!!!!!!!!!!!
============= TODAY 8-K ==============
It's funny that the BEARs are always being very vague...purposely
1. Amount of $2,264,622.80 transferring from Hercules to note holder.
2. To exchange for 585,174 @ $3.87 per share!!! (the stock was trading @ $3.30 in less than 24 hours prior to the new note was signed!)
"All principal accrued under the Exchange Notes is convertible into shares of Common Stock (“Conversion Shares”) at the election of the Assignees at any time at a fixed conversion price of $3.87 per share (the “Conversion Price”). If the entire principal amount under the Exchange Notes is converted to Common Stock at the Conversion Price, the Assignees would receive approximately 585,174 shares of Common Stock."
3. If the maximum amount of principal and interest is converted to Common Stock at the Alternate Conversion Price, the Assignees would receive no more than 604,113 shares of Common Stock.
"the Assignees shall not be entitled to receive more than 19.99% of the outstanding Common Stock."
is protected by the 20% rule:
https://media2.mofo.com/documents/faqsthe20percentrulenonregisteredsecurities.pdf
3 mils OS X 19.99% = roughly 600K shares MAX!
*** even the price drop to 1 penny per share ...they still receive 604,113 max amount of shares ***
$2,264,622.80 / 604,113 shares = $3.75 per share! (THIS IS NOT DEATH SPIRAL NOTE!!!) = DON'T LISTEN TO THE BEARS! It means minimum of $3.75 price per share the SHARK (note holder) paid!!! ... means their average per share is between $3.75 to $3.87!
& no death spiral clause:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137416586
*** Read the details like Boston did! Don't listen to the BEARs ***
In the event of M&A = Treatments of Warrants, Incentive Awards, Convertible Securities (like this new note).. etc...if there is any of these, the details will be on the DEFM14A, right after the M&A news later ... similar to this example:
https://www.sec.gov/Archives/edgar/data/870753/000119312517326609/d486841ddefm14a.htm
So now you ask yourself why this note holder willing to accept this kind of terms. There must be something interesting for them to take on the notes & kick Hercules out! They have done their DDs & of course they know what is coming shortly = big gain for the note holder too!
In case of M&A..the maximum impact for each payout per share (with the involvement of the new note holder):
585,174 shares / a little less than 5 mils shares (fully diluted + 10% COC incentive) = MAXIMUM IMPACT OF 11% less than the original $X payout per share (w/o the note)
...which means
1. IF the BO PPS (price per share) is $100 originally payout, then now it will be minimum $89 PPS due to this new note (ONLY in case the full amount of shares get converted)..if the lesser amount of shares converted, then the payout per share will be higher than $89.
2. IF the BO PPS is $200 originally pay out, then now it will be minimum $178 PPS due to this new note. (ONLY in case the full amount of shares get converted)..if the lesser amount of shares converted, then the payout per share will be higher than $178.
3. IF the BO PPS is $300 originally pay out, then now it will be minimum $178 PPS payout due to this new note. (ONLY in case in full amount of shares get converted)..if the lesser amount of shares converted, then the payout per share will be higher than $267.
So & so...
All depends on the the BO Valuation Per Share that we will see in coming days & depends of how many shares (max 600k shares) from the new note get converted at the time of M&A announcement. If only 200K shares get converted by the time the M&A announcement, then the payout per share will have way less impact as compare to the full amount of shares of 600K per the terms of the note. #1 above again:
200k shares / a little less than 5 mils shares (fully diluted + 10% COC incentive) = 4% vs. 11% (like I calculated above w/ 600K shares get converted)...hence
IF the BO PPS (price per share) is $100 originally payout, then now it will be minimum $96 PPS due to this new note (ONLY in case the full amount of shares get converted)
$89 (11% impact full 600K shares get converted) vs. $96 (4% impact of only 200K shares get converted) from original $100 payout per shares as an example.
& of course that note holder will be very happy in case of M&A...they get a nice cut! Hence they are willing to take on the term of $3.87 per share (while the stock was trading @ $3.30 a day before!) Very favorable terms of note to circumvent the Hercules Loan! Imagine someone wants to own 600K shares right now...the average price per share they have to pay will not be at $3.87!!! They have put a bid of 600K shares at the price per share way higher than $3.87 in order for 600k-share order to be completed filled. Look at the bid/ask on level 2 now, if you try to buy 60K shares, you can't even have your order filled for less than $4.50 average per share.
This won't change the fact of the M&A in the work!
I have an example to show you here:
"On February 27, 2014, the Registrant entered into the Eighth Amendment to the Loan and Security Agreement (the “Loan Agreement”) between the Registrant and Silicon Valley Bank (“SVB”) to extend the maturity date of the SVB credit facility to January 14, 2015. All other terms and conditions of the Loan Agreement remain in full force and effect."
https://www.sec.gov/Archives/edgar/data/1302177/000144586614000086/form8k03042014.htm
&
M&A news on April 29, 2014:
"On April 29, 2014, PokerTek, Inc., a North Carolina corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Multimedia Games, Inc., a Delaware corporation (“Parent”), and 23 Acquisition Co., a North Carolina corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub shall be merged with and into the Company, and the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall continue as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of Parent (the “Merger”). The Merger Agreement was unanimously approved by the Board of Directors of the Company (the “Board”), based on the recommendation of a Special Committee of the Board (the “Special Committee”) that was formed to evaluate and negotiate the terms of a sale of the Company."
https://www.sec.gov/Archives/edgar/data/1302177/000144586614000396/pokertek8k04283014.htm
& PTEK was in contact w/ their buyer since:
"On April 23, 2013, Mr. Lahti met with the CEO of MGAM in Austin, Texas, to discuss a potential business combination transaction between PTEK and MGAM. That meeting resulted from Mr. Roberson’s outreach to the CEO of MGAM earlier in April 2013."
*** The M&A news could be out in any random day now w/o any restriction, plus currently Zimmer already has CEO & President of Spine in place Everything is ready! ***
*** Do not use the time range between Loan Amendments from this example their M&A news announcement day...every M&A scenario event is unique! Who know our M&A news will pop up tomorrow or next week ***
*** I will provide more similar examples when I have time to dig into the list of 500 M&A companies I collected! ***
*** THE BEARS ARE BEING VERY VAGUE ON THEIR POSTS (like dilution, death spiral, etc...) PURPOSELY TO PLAY SCARE TACTICS to steal shares! ***
=================
Received Nasdaq warning letter as expected. It's a standard language from Nasdaq to give them time til mid Feb regarding the "no annual meeting" warning & involved M&A events. So no biggies there. Read this post again:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137175494
=================
I posted this 6 months ago:
Financial, Litigations, Tax, etc...
"What do the company’s annual, quarterly, and (if available) monthly financial statements for the last three years reveal about its financial performance and condition?"
https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#7ec37eca4bfc
THE DESPERATE BEARs SAY "AUDIT 3 YEARS FINANCIAL TO DO OFFERING" = LMAO!
==========================
AMDA is a biomaterial company. Their magical Si3N4 tech can penetrate many type of market (Shoulders, Ankles, Spines, Knees, Hips, Dental, 3D Printing, Metal Brazing, Non-Medical Applications)...In addition, Japan Clearance + Huge Deals coming, Pending CFDA (a couple 100K units deal signed), plus 200mils + NOL (accumulated tax loss), etc...
I believe the BO valuation will be interesting & I can't wait to read the details of the deal. These guys will make sure the BO price will be fair & square:
https://fintel.io/so/us/amda (Since Sep 30th, 2017 could be more by now)
So I am not stressing out (over the BS slinging from BEARs) ... that the tech will be stolen for cheap! It can't be cheaper than the paid-in capital:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)
https://www.business-case-analysis.com/paid-in-capital.html
Also, their IPR&D valuation should be enormous based on the addressable market potential. Check Boston's blog to see crazy addressable market size of the tech in details. Just google ... you will find the same public info Boston found.
BULLs, use your "greedy" imagination for the BO price!
=====================
Wink @ BLUE POPEYES:
Warum versteckst du dich wie eine Ratte?
am meisten zwielichtiger Charakter!
Static type of Forum (i.e. IHUB) = Spreading FAKE BK article using stealth aliases to aid the attack on the share price.
Streaming type of Forum = INDIRECTLY spreading F.U.D. like "dilution coming", "BK", "Going Private"? all false rumors...
Can you please post the FAKE BK article again in the mainstream? Please help the SEC out:
https://www.sec.gov/news/press/2008/2008-64.htm
https://www.sec.gov/news/press-release/2017-176
https://www.bloomberg.com/news/articles/2016-05-17/wall-street-faces-new-front-for-lawsuits-after-top-court-ruling
So be careful when you spread false rumors that AMDA is going BK or going Private to help you to manipulate price! Don't get caught by SEC & become BUBBA's girlfriend later!
What is a BK company looks like?
https://www.businesswire.com/news/home/20171212005551/en/Dextera-Surgical-Files-Chapter-11-Bankruptcy-Signs
https://www.sec.gov/Archives/edgar/data/1178104/000143774917018897/crdc20170930_10q.htm:
1. Total stockholders' deficit $(8,291) <<< NEGATIVE (page 2)
2. Revenue = $694K = Basically close to no income (page 3)
3. Net loss $(3,537) <<< $3.537 mils loss per quarter w/ NO income! (page 4)
4. "expects to incur losses for the next several years." (page 8)
5. https://www.sec.gov/cgi-bin/browse-edgar?CIK=dxtr&owner=exclude&action=getcompany
*** search item 3.01...you will see tons of NASDAQ delisting warnings regarding the stock equity issue ***
6. etc...more in their SEC filings
Here is the link to the docket files of DXTR BK case (read their motions, you will see many reasons for them to file BK case):
http://www.omnimgt.com/mobile/documents?clientId=2402&tagid=974
*** AMDA has no ground to file any type of BK cases w/ BK courts!!! ***
==========================
Now let's talk about "dilution" ... F.U.D. by BEARs:
1. S-3 = ineligible for many months due to NT 10-K Filed (WILL NOT HAPPEN)
2. S-1 = takes 40+ days = by the time CASH in the coffer = almost late Feb 2018! ... S-1 from Sonny since the late Qs filed (Nov 1st)? LMAO! (WILL NOT HAPPEN)
3. No more Hercules = new note now (today 8-K) = Done
which is protected by "anti-dilutive 20%" rule from SEC:
https://media2.mofo.com/documents/faqsthe20percentrulenonregisteredsecurities.pdf
20% or over = shareholders voting require = 30 days to set up the vote!
19% of 3 mil shares = less than 600K shares
...
& the only & next possible step:
4. Exercise Warrants for M&A events:
M&A news = $15 mils in the coffer instantly from warrants exercise in full price. Enough $$$ to wrap things up (Pay off the new note & Sonny LLC) & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado.
The warrant conversion calculations:
insert-text-here
*** Time is running out for the BEARs! ***
=======================
My observations on share price:
First, paint the chart to make it looks like a POS ticker (deter 90% of buyers/flippers/traders) ... the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 5 millions fully diluted shares including 10% COC incentive to executives (which is directly connected to the payout per share in the event of M&A ... derive from total BO valuation). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short positions & extra shares to cash out on M&A event).
====================
Strategically for both Zimmer & AMDA:
Japan clearance could be here this month (we are at the 6th month since the QMS process). If the M&A announcement this week, by the time the deal closes or even during the deal is being closed...Japan clearance should be in. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institutions investor off. Hurry up & pull the trigger Zimmer!
* Retail investors only care about when the deals announcement to cash out *
I am banking big on my ATM machine = Zimmer ... that they need the super biomaterial Si3N4 tech badly!
It's a win-win-win-win situation for Zimmer, AMDA, AMDA retail investors & unfortunate patients out there:
It's all about SYNERGY! 1. One has the tech, 2. one has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors to cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial types!
=======================
My risk & reward mentality:
In the event of M&A (99% chance...we need the last 1% which is the announcement to confirm the M&A), the BEARs will be game over! In the event of BK (Hercules is about to get paid off in 11 more calendar days...so 0%, ZERO, NIL, NULL chance), the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment!
====================
Long & Strong until M&A day
DON'T feed the BEARS
HOLD tight to your shares
STEAL the cheap shares that they use to paint the chart
BEARs play mind games on BULLs like Harry S. Truman's Quote:
"If you can't convince them, confuse them."
The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid? Also, REAL BULLs should beware of FAKE Bulls that play the role of "victim" of the the company! Toying the emotions & sentiments of the REAL BULLs! Promote other tickers = telling the retail investors to sell AMDA shares & invest elsewhere ... good try...good try...randoms act of kindness again...wink*
This is the way I interpret all the BEARs BS spinning:
1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!
2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!
Happy New Year Bulls:
======================
My last post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137233766
Boston's blog:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136941020
=====Today price action============
Sneaky short covering in the work + crap talking (POS stock) + pull FUD like (Pump & Dump, dilutions, blah blah) + drive pps down (manipulate by spending some of their shares), then rinse & repeat...wonder how many net amount of shares they can steal from weak hands? In short... they are hiding their motives & intentions that they are buying shares!!! Takes thousands of shares to move share price up & 100s of shares to push it back down to the same level. SMH!
& of course there were new buyers step in as well.
=======Q & A============
OhMan:
Please read the dilution section in this post...20% rule on unregistered offering = 0% this will happen man = not enough $ to get anything done. Only option = warrant conversions from M&A news.
Can you please replace this post w/ the old sticky post up there? Thanks!
Boston:
EOY ...rush to file all the Amendments = 100% ready to sign the M&A deals.
They are back from New Year break now...They are possibly signing the M&A deals this few days man (if they haven't signed the deal last week)...as soon as they sign the M&A deals, they have 4 business days to file the 8-K & PR to investors.
Time stamp for the deal = 2018 & have no impact on ZBH 2017 Financial Statements.
I don't know if they signed the deal last week or this week. We will all find out real soon man.
Please show Ihub some appreciation by pulling more visitors from streaming type of forum to read the real DDs on AMDA in this forum.
==========BO Valuation============
I use this logic to estimate the BO price:
1. Company A pull in $1 bil revenue & Company B pull in $1 bill revenue as well. If they merge to form company C, then each will hold 50% stake of Company C.
&
2. When a big company acquires a tiny company, the basic rule is 5 years+ penetration period to generate $X amount of revenue from the products/techs acquired ... by using the combined resources from both companies. It means by the 5th year, the $X amount of revenue per that year generated from using the acquired products/techs of the tiny company (using combined resources of both companies) = will dictate the estimated the total BO valuation.
So i apply the same logic to these real M&A examples below:
=========EXAMPLE 1================
https://www.prnewswire.com/news-releases/zimmer-biomet-to-acquire-ldr-to-enhance-innovation-and-growth-of-spine-business-300280746.html
IPR&D valuation = $2 mils only
LDRH = $1000 mils ($1bil) BO price = cash deal (no CVR)
ZBH PPS at time of M&A news = $121 per share
$1000 mils / $121 per share = around 8.26 mils shares of ZBH
M&A news in June 2016 = I use ZBH 10-K for 2015:
https://www.sec.gov/Archives/edgar/data/1136869/000119312516485039/d112646d10k.htm#tx112646_10
Page 21 = revenue $5,997.8 mils & OS 189.8 mils shares
So: 8.26 mils shares / 189.8 mils shares = 4.35 % = LDRH & ZBH = 95.65%
It means by the 5th year, LDRH's products/techs + combined resources of both companies will need to generate about:
4.35% X $5,997.8 mils = $261 mils revenue per year in 2021 (5 years from 2016)!
LDRH pulled in $160 mils revenue per year at the time of the acquisition.
In 2017, they helped ZBH to pull in around $170+ mils
Total addressable market of the tech is around $4.5 billions by 2025.
====EXAMPLE 2==============
http://www.massdevice.com/stryker-acquire-french-spinal-implant-maker-vexim-216m/
IPR&D valuation = unknown as of now (2017 10-K from SYK will show these info later)
VEXIM = $216 mils BO price = cash deal
SYK PPS at time of M&A news = $150 per share
$216 mils / $150 per share = around 1.44 mils shares of SYK
M&A news in Oct 2017 = I use SYK 10-K for 2016:
https://www.sec.gov/Archives/edgar/data/310764/000031076417000034/syk10k123116.htm
Page 27 = revenue $11,325 mils & OS 378.5 mils shares
So: 1.44 mils shares / 189.8 mils shares = .38 % = VEXIM & SYK = 99.62%
It means by the 5th year, VEXIM's products/techs + combined resources of both companies will need to generate about:
.38% X $11,325 mils = $43 mils revenue per year in 2022 (5 years from 2017)!
VEXIM pulled in $21 mils revenue per year at the time of the acquisition.
https://us.vexim.com/investors/
only EURO clearances so far ... in USA = pending clinical trials & No clearance yet & the total addressable market of the tech is tiny.
=======EXAMPLE 3============
https://www.streetinsider.com/Corporate+News/Allergan+%28AGN%29+to+Acquire+Tobira+Therapeutics+%28TBRA%29+for+%2428.35Share+in+Cash+and+up+to+%2449.84+in+CVRs/12053150.html
IPR&D valuation = $1357 mils
TBRA = $1695 mils ($1.695 bil) BO price total = cash + CVR deal
AGN PPS at time of M&A news = $240 per share
$1695 mils / $240 per share = around 7.06 mils shares of AGN
M&A news in Sept 2016 = I use AGN 10-K for 2015:
https://www.sec.gov/Archives/edgar/data/1136869/000119312516485039/d112646d10k.htm#tx112646_10
Page 57 = revenue $15,071 mils & OS 367.8 mils shares
So: 7.06 mils shares / 367.8 mils shares = 1.92 % = TBRA & AGN = 98.08%
It means by the 5th year, TBRA's products/techs + combined resources of both companies will need to generate about:
1.92% X $15,071 mils = $289 mils revenue per year in 2021 (5 years from 2016)!
TBRA pulled in $1 mils revenue per year at the time of the acquisition.
Failed phase 2B clinical trials at the time of acquisition & No FDA clearance on any drug.
Pending Phase 2 clinical trials results as of now.
Total addressable market of the tech is around $20 billions by 2025
=========EXAMPLE 4 ==============
A full grown company like Whole Food Market. Amazon used a different approach:
https://www.sec.gov/Archives/edgar/data/865436/000157104917006849/t1702075-defm14a.htm
(Page 36):
2021 projected revenue = $19,238 mils
2017 estimated revenue = $15,887 mils
2016 booked revenue = ? $15,724 mils
Trading at $35 per share & BO price at $42 per share...the calculations:
(Year 2021) $19,238 / $15,887 (Year 2017) = 121% (21% growth) = 5 years later!
$42 / $35 = 120% (20% premium) paid.
Amazon took over $1+ bil long term debt as well.
=========AMDA===============
AMDA BO valuation should be similar to example 1, 2, & 3 above:
ZBH 2016 revenue = $7,683.9
ZBH fully diluted share count = 202.4 mils.
PPS trading at $120 average price.
AMDA fully diluted share count + 10% Change of Control incentive = 5 mil shares total.
Scenario 1:
If BO price using share swapping, 1 share of AMDA = .5 share of ZBH = 2.5 mils ZBH shares (half of AMDA 5 mils total shares) X $120 = $300 mils, then
2.5 mils shares / 202.4 mils total shares = 1.24% for AMDA & ZBH = 98.76%
1.24% X $7,6839 mils = $95 mils revenue per year by 2022 (2018 + 5 years penetration period)
IT MEANS IF ZBH PAYS $300 MILS TO ACQUIRE AMDA NOW, THEY WILL EXPECT TO SEE $95 MILS REVENUE PER YEAR PULL IN FROM AMDA'S PRODUCTS / TECHS + SYNERGIES (combined resources of both companies) for the year 2022
ZBH EPS drops 1 penny only!
Scenario 2:
If BO price using share swapping, 1 share of AMDA = 1 share of ZBH = 5 mils ZBH shares X $120 = $600 mils, then
$95 mils above X 2 = $190 mils
IT MEANS IF ZBH PAYS $600 MILS TO ACQUIRE AMDA NOW, THEY WILL EXPECT TO SEE $190 MILS REVENUE PER YEAR PULL IN FROM AMDA'S PRODUCTS / TECHS + SYNERGIES (combined resources of both companies) for the year 2022
ZBH EPS drops 2 pennies only!
Scenario 3:
If BO price using share swapping, 1 share of AMDA = 2 shares of ZBH = 10 mils ZBH shares X $120 = $1200 mils ($1.2 Bil), then
$190 mils above X 2 = $380 mils
IT MEANS IF ZBH PAYS $1200 MILS TO ACQUIRE AMDA NOW, THEY WILL EXPECT TO SEE $380 MILS REVENUE PER YEAR PULL IN FROM AMDA'S PRODUCTS / TECHS + SYNERGIES (combined resources of both companies) for the year 2022
ZBH EPS drops 3 pennies only!
Scenario 4:
If BO price using share swapping, 1 share of AMDA = 3 shares of ZBH = 15 mils ZBH shares X $120 = $1800 mils ($1.8 Bil), then
$380 mils above X 1.5 = $540 mils
IT MEANS IF ZBH PAYS $1800 MILS TO ACQUIRE AMDA NOW, THEY WILL EXPECT TO SEE $540 MILS REVENUE PER YEAR PULL IN FROM AMDA'S PRODUCTS / TECHS + SYNERGIES (combined resources of both companies) for the year 2022
ZBH EPS drops 4 pennies only!
=========================
I am a lazy person...so I use a very simple & easy way to estimate the total revenue that AMDA's Si3N4 tech will help ZBH to generate in the year 2022 (in millions):
Spine - 50
Dental - 50
Hips - 50
Knees - 50
Ankles - 50
Shoulders - 50
Japan - 50
China - 50
Brazil - 25
Australia - 25
Metal Brazing - 25
others - 25
conservatively...roughly about $500 mils revenue per year easily in 2022 (5 years penetration period from 2018) ... now you can see my "guess-timate" BO #s. LMAO!
Oops..fair & square? You tell me...obviously, I know the tech can pull in much more revenue for ZBH by 2022 (when all product lines from Si3N4 tech are fully developed!)
Side note: ZBH = 19k employees vs. AMDA = 35 employees = almost 600 times bigger! AMDA can generate testing revenue alone of $12 mil per year...take that #s X by 10 - so easy for ZBH big sale teams to generate $100 mil alone yearly just in Spine!
&
Now we look at AMDA current Fair Valuation from another perspective:
First off, Audit Fee comparison:
https://www.sec.gov/Archives/edgar/data/1269026/000119312514124269/d698775d10k.htm#toc698775_22
2013 = $1,187,300 vs. 2012 = $265,372 >>>> 5 FOLDs different!
Why? AMDA IPO on Feb 2014:
http://www.nasdaq.com/markets/ipos/company/amedica-corp-603456-73919
They spent 5 times audit fee in 2013 compares to 2012 to find the fair valuation of AMDA prior IPO. The Fair Value was about $80 mils. Fast forward 4 years, they spent about $100 mils paid-in capital in addition to the original $80 mils IPO valuation...so I think AMDA fair valuation as of now should be in the $300 mils minimum:
$80 mils IPO + $100 mils additional paid-in capital + all these new patents, new clearances (Pending big ones like Japan) + milestones + clinical studies, customer relationships (Weigao, Morgan Advanced Materials, DENSPTLY, NGK, etc...)
&
The recent 10-K/A showed AMDA spent 5X audit fee again...fee paid to auditors to put a fair valuation on AMDA! why??? IPO again? SELLING THE COMPANY TO ZIMMER MAN!
If you have a goose that can lay golden eggs & valued at $300 mils...if someone want to buy your awesome goose & have all the gold eggs that are laid in the future for themselves.
How much do you think the goose should be sold for?
=============ZBH Leadership Team===============
1. ZBH new CEO Bryan notified MDT regarding his resignation on Dec 18th, 2017 & quickly accepted CEO position at ZBH the next day, Dec 19th, 2017. Look at this:
Former Employer Prorated Bonus Forfeiture Replacement (page 2)
&
Replacement Equity Award for Forfeited Equity Awards (page 3)
https://www.sec.gov/Archives/edgar/data/1136869/000119312517376624/d520208dex101.htm
This tells us that he actually gave MDT a middle finger! So there won't be a BS speculation that he is the bridge to connect ZBH & MDT! His job is to make sure ZBH eat into MDT's profitable Spine business!
2. ZBH now has a new Spine President (in-house promotion):
https://www.sec.gov/Archives/edgar/data/1136869/000091191618000010/xslF345X02/edgar.xml
http://www.zimmerbiomet.com/corporate/about-zimmer-biomet/leadership.html
Bruneau Aure as Group President, Spine, CMF, Thoracic and Surgery Assisting Technologies (Without Dental)
NO PR on this yet??? Looks like it will be on the same PR together with AMDA acquisition later!
As I have said before, ZBH will split Spine & Dental into 2 separate groups...Spine & Dental are Zimmer's weakest links. Primarily, it makes sense that they will launch an attack in both Spine & Dental market right after AMDA acquisition.
========= Hercules Loan==============
It looks like they got the letter of consent from Hercules to announce the M&A. The deals either includes the tiny balance left on the loan or they will pay the loan off from the proceeds of warrant conversions later (of course after the M&A news announcement).
https://www.sec.gov/Archives/edgar/data/1578845/000156459017020864/agn-10q_20170930.htm
(Page 23) = Indebtedness - (15.9) mils = AGN took over $15.9 mil debt from TBRA.
Hercules's tiny loan balance (plus the loan end fee):
1. Announce M&A news = $15 mil from warrant conversions = use this money to pay off the loan balance later w/ additional fee charge (based on the agreements w/ Hercules)
2. Zimmer can take over the loan balance as well... just like TBRA & AGN scenario.
====HSR filing with FTC once M&A news announced======
1. I bet you 100% they will have to file w/ FTC.
2. There won't be a problem from FTC & they can ask for premerger early termination between 7th to 15th day after they filed the HSR w/ FTC. It will be on this page (Zimmer & AMDA will have to PR it too):
https://www.ftc.gov/enforcement/premerger-notification-program/early-termination-notices
http://www.getfilings.com/sec-filings/160607/ZIMMER-BIOMET-HOLDINGS-INC_8-K/d208796dex992.htm (Page 9)
ZBH 5% market share + LDR 2% = 7% Total = FTC OK!
ZBH 7% market share + AMDA .3% (not even showing in the pie) = 7.3% Total = FCT OK!
3. Below is the example of merger that FTC will not allow:
https://www.ftc.gov/enforcement/cases-proceedings/151-0065/staplesoffice-depot-matter
https://www.bloomberg.com/news/articles/2016-05-10/staples-office-depot-merger-blocked-as-anticompetitive
====================
I posted this 6 months ago:
Financial, Litigations, Tax, etc...
"What do the company’s annual, quarterly, and (if available) monthly financial statements for the last three years reveal about its financial performance and condition?"
https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#7ec37eca4bfc
THE DESPERATE BEARs SAY "AUDIT 3 YEARS FINANCIAL TO DO OFFERING" = LMAO!
==========================
AMDA is a biomaterial company. Their magical Si3N4 tech can penetrate many type of market (Shoulders, Ankles, Spines, Knees, Hips, Dental, 3D Printing, Metal Brazing, Non-Medical Applications)...In addition, Japan Clearance + Huge Deals coming, Pending CFDA (a couple 100K units deal signed), plus 200mils + NOL (accumulated tax loss), etc...
I believe the BO valuation will be interesting & I can't wait to read the details of the deal. These guys will make sure the BO price will be fair & square:
https://fintel.io/so/us/amda (Since Sep 30th, 2017 could be more by now)
So I am not stressing out (over the BS slinging from BEARs) ... that the tech will be stolen for cheap! It can't be cheaper than the paid-in capital:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)
https://www.business-case-analysis.com/paid-in-capital.html
Also, their IPR&D valuation should be enormous based on the addressable market potential. Check Boston's blog to see crazy addressable market size of the tech in details. Just google ... you will find the same public info Boston found.
BULLs, use your "greedy" imagination for the BO price!
=====================
Wink @ BLUE POPEYES:
Warum versteckst du dich wie eine Ratte?
am meisten zwielichtiger Charakter!
Static type of Forum (i.e. IHUB) = Spreading FAKE BK article using stealth aliases to aid the attack on the share price.
Streaming type of Forum = INDIRECTLY spreading F.U.D. like "dilution coming", "BK", "Going Private"? all false rumors...
Can you please post the FAKE BK article again in the mainstream? Please help the SEC out:
https://www.sec.gov/news/press/2008/2008-64.htm
https://www.sec.gov/news/press-release/2017-176
https://www.bloomberg.com/news/articles/2016-05-17/wall-street-faces-new-front-for-lawsuits-after-top-court-ruling
So be careful when you spread false rumors that AMDA is going BK or going Private to help you to manipulate price! Don't get caught by SEC & become BUBBA's girlfriend later!
What is a BK company looks like?
https://www.businesswire.com/news/home/20171212005551/en/Dextera-Surgical-Files-Chapter-11-Bankruptcy-Signs
https://www.sec.gov/Archives/edgar/data/1178104/000143774917018897/crdc20170930_10q.htm:
1. Total stockholders' deficit $(8,291) <<< NEGATIVE (page 2)
2. Revenue = $694K = Basically close to no income (page 3)
3. Net loss $(3,537) <<< $3.537 mils loss per quarter w/ NO income! (page 4)
4. "expects to incur losses for the next several years." (page 8)
5. https://www.sec.gov/cgi-bin/browse-edgar?CIK=dxtr&owner=exclude&action=getcompany
*** search item 3.01...you will see tons of NASDAQ delisting warnings regarding the stock equity issue ***
6. etc...more in their SEC filings
Here is the link to the docket files of DXTR BK case (read their motions, you will see many reasons for them to file BK case):
http://www.omnimgt.com/mobile/documents?clientId=2402&tagid=974
*** AMDA has no ground to file any type of BK cases w/ BK courts!!! ***
==========================
Now let's talk about "dilution" ... F.U.D. by BEARs:
1. S-3 = ineligible for many months due to NT 10-K Filed (WILL NOT HAPPEN)
2. S-1 = takes 40+ days = by the time CASH in the coffer = almost mid Feb 2018! ... but Hercules last payment due by Jan 1st, 2018! Aren't the BEARs have been waiting for the S-1 from Sonny since the late 1s & 2nd Qs filed (Nov 1st)? LMAO! (WILL NOT HAPPEN)
3. Ah...a joke ... maybe Sonny will put some shares in a basket & put up a tent at the flea market & sell these shares to people at the flea market for quick cash? SMH! (WILL NOT HAPPEN)
4. Private Placement = running out of time as well ... also, this is protected by "anti-dilutive 20%" rule from SEC:
https://media2.mofo.com/documents/faqsthe20percentrulenonregisteredsecurities.pdf
20% or over = shareholders voting require = 30 days to set up the vote!
19% of 3 mil shares = less than 600K shares
So 600K X $2.50 (this is the BEARs' pipe dream!) = $1.5 mils (NOT enough to pay Hercules $1.6 mils loan end fee plus $500K amount of last payment of the loan.) (WILL NOT HAPPEN)
Hence, there is only one way that works...
5. Exercise Warrants (3 scenarios) for M&A events:
a. M&A news = $15 mils in the coffer instantly from warrants exercise in full price. Enough $$$ to wrap things up & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado.
b. M&A after Warrants Exercise = Desperate move by Sonny (I highly doubt he will give discount to them)...50% MAXIMUM discount from the original exercise price of $6.50 & $12.60...please see the image below for the details of calculations...all data pulled from AMDA 3rd Quarter Financial Statement & past offering filings:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)
https://imgur.com/a/GASqs
c. M&A news announced, the deal includes Indebtedness (Hercules + Sonny LLC) like the TBRA example i showed above. Warrants Exercise while the deal is being closed.
*** Time is running out for the BEARs! ***
=======================
My observations on share price:
First, paint the chart to make it looks like a POS ticker (deter 90% of buyers/flippers/traders) ... the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 4.5 millions fully diluted shares (which is directly connected to the payout per share in the event of M&A ... derive from total BO valuation). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short positions & extra shares to cash out on M&A event).
====================
Strategically for both Zimmer & AMDA:
Japan clearance could be here this month (we are at the 6th month since the QMS process). If the M&A announcement this week, by the time the deal closes or even during the deal is being closed...Japan clearance should be in. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institution investors off. Hurry up & pull the trigger Zimmer!
* Retail investors only care about when the deals announcement to cash out *
I am banking big on my ATM machine = Zimmer ... that they need the super biomaterial Si3N4 tech badly!
It's a win-win-win-win situation for Zimmer, AMDA, AMDA retail investors & unfortunate patients out there:
It's all about SYNERGY! 1. One has the tech, 2. one has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors to cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial types!
=======================
My risk & reward mentality:
In the event of M&A (99% chance...we need the last 1% which is the announcement to confirm the M&A), the BEARs will be game over! In the event of BK (Hercules is about to get paid off in 11 more calendar days...so 0%, ZERO, NIL, NULL chance), the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment!
====================
Long & Strong until M&A day
DON'T feed the BEARS
HOLD tight to your shares
STEAL the cheap shares that they use to paint the chart
BEARs play mind games on BULLs like Harry S. Truman's Quote:
"If you can't convince them, confuse them."
The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid? Also, REAL BULLs should beware of FAKE Bulls that play the role of "victim" of the the company! Toying the emotions & sentiments of the REAL BULLs! Promote other tickers = telling the retail investors to sell AMDA shares & invest elsewhere ... good try...good try...randoms act of kindness again...wink*
This is the way I interpret all the BEARs BS spinning:
1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!
2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!
Hi BULLs!
=====================
My last post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137175494
Boston Blog:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137161411
===================
Here is my view on Zimmer & MDT:
Crammer was just doing a wild guess! I don't see any synergies between ZBH & MDT. Zimmer DOESN'T NEED MDT ... more like Zimmer NEEDs Si3N4 tech!
In addition, MDT is trying to eat into Zimmer's bread & butter businesses (Knees & Hips):
http://www.startribune.com/medtronic-buys-twin-cities-start-up-firm-responsive-orthopedics/382180081/
Plastic & Metal & Plastic = good luck to the unfortunate patients!
https://www.accessdata.fda.gov/scripts/cdrh/cfdocs/cfpmn/pmn.cfm?ID=K150496
&
Of course they are aware that Zimmer is preparing to attack their profitable Spine business as well. It's simply warfare between big dogs in the industry = very normal!
"Medtronic and DePuy Synthes dominate the global spinal implants and devices market. Together, the companies capture a 47.4 percent global market share"
https://www.beckersspine.com/orthopedic-a-spine-device-a-implant-news/item/32263-medtronic-depuy-synthes-dominate-global-spinal-implants-devices-market-with-47-4-combined-market-share-7-insights.html
================
PEEK boy Medtronic has ZERO chance to lay their hands on AMDA's Si3N4 tech. If you really looked into Boston's blog, you will see Zimmer's finger prints are all over AMDA & Si3N4 tech. AMDA is technically Zimmer's little b*tch & only want to date & to marry Zimmer ONLY! Medtronic looked at Si3N4 and passed??? LMFAO! Biggest joke ever! It's more like Zimmer looked at PEEK & RAN for the hills:
"The pt underwent a one-level tlif surgery at l4-l5 on (b)(6) 2010. As the surgeon placed a peek implant into the disc space using appropriate surgical technique, the end of the implant broke off when the surgeon tapped it to advance it. All pieces of that implant were removed and the surgeon implanted another implant into the disc space. As he tapped that implant, it cracked down the middle, he removed the cracked implant in one piece. This did not cause or contribute to death, serious injury or pt harm. This malfunction has been associated with an adverse event in the past. The surgeon was able to place a third implant into the disc space without complication."
https://www.accessdata.fda.gov/scripts/cdrh/cfdocs/cfMAUDE/detail.cfm?mdrfoi__id=1872390
uno mas...
"Surgeon was inserting zimmer vista p-peek implant size 10mm cage, it was found to have cracked on impaction. Both pieces of the implant were removed and given to zimmer rep. Replaced implant with size 12 mm cage."
https://www.accessdata.fda.gov/scripts/cdrh/cfdocs/cfMAUDE/detail.cfm?mdrfoi__id=2282300
*** Pay attention to the year "2010 & 2011" & now go back & read Boston's blog again! See the timing of events?***
*** After the failures of Trabecular Metal & PEEK biomaterial ***
*** Zimmer quickly turned to alternative biomaterial = Si3N4 !!! ***
*** 6 years later = clinical trials = proven safe & sound! Time to own the tech for business expansions ***
&
Look on page 25 - Zimmer Biomet Market Position:
https://www.sec.gov/Archives/edgar/data/1136869/000119312517065632/d285470d10k.htm
Zimmer's weakest markets are in these 3 categories (plenty of room for growths):
a. S.E.T. = like Shoulders, Elbows, Ankles replacements, etc... = ranked # 5 market position
b. Dental = ranked # 4 market position
c. Spine = ranked # 5 market position
Zimmer's bread-and-butter is in Knees & Hips businesses. There is no doubt that AMDA's Si3N4 tech will help Zimmer to greatly reduce Cost Of Goods Sold (COGS) in Knees & Hips later (in developments as of now = future, replace high end product lines from ZTA biomaterial = cut off the middle man = Business 101). Also, Si3N4 tech can help Zimmer to boost their ranking in these weaker market positions. I believe their 1st offensive is Spine market (Skipping allograft & autograft = Valeo + CSC = PEEK killer! of course will be after AMDA acquisition). Zimmer' S.E.T. market will slowly catch up as they will use Si3N4 tech to further develop these future products. As for Dental market, they can build it slowly organically by using Si3N4 tech or inorganic route (by M&A) again, possibly next year or later:
https://decisionresourcesgroup.com/drg-blog/medtech-perspectives/the-forgotten-impact-of-the-zimmer-biomet-deal-a-look-at-the-dental-implant-market/
DENTSPLY = current AMDA's partner! You see the connections?
Jana's role is divesting old dental product lines = possibly preparing to merge w/ DENTSPLY (for customer relationships) later in time right after Si3N4 tech acquisition. Now that speaks Synergies between Zimmer & DENTSPLY.
Divesting Dental = NOT CLOSING DENTAL BUSINESS DOWN MAN! It just means they intend to sell their old dental techs/products & will use Si3N4 tech to develop new & top notch product lines to profit in future dental business.
&
Zimmer divested their old knee system to Smith & Nephew per the agreement with FTC on Zimmer/Biomet merger:
"24 June 2015
Smith & Nephew (NYSE:SNN; LSE:SN), the global medical technology business, today announced an agreement to acquire the Zimmer® Unicompartmental High Flex Knee (ZUK) system in the US market. ZUK is a clinically proven uni knee replacement introduced globally in 2004"
http://www.smith-nephew.com/news-and-media/media-releases/news/zimmer-aquire-unicondylar-knee-system-in-us-market/
So they DIVESTED old knee system ... would this make Zimmer closes down their bread & butter businesses = Knees & Hips? NO!!!!!!!!!!!!!!!!!!! BEARs are grasping straw again!
More noises & distortions from the owners of this:
http://www.nasdaq.com/symbol/amda/short-interest
=================
Don't under estimate Si3N4 tech from AMDA = must have for Zimmer = huge
TAM, SAM, SOM = $$$ for Zimmer!
https://en.wikipedia.org/wiki/Total_addressable_market
Owning shares in the little AMDA = NO BRAINER!
====================
I posted this 6 months ago:
Financial, Litigations, Tax, etc...
"What do the company’s annual, quarterly, and (if available) monthly financial statements for the last three years reveal about its financial performance and condition?"
https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#7ec37eca4bfc
THE DESPERATE BEARs SAY "AUDIT 3 YEARS FINANCIAL TO DO OFFERING" = LMAO!
====================
AMDA is a biomaterial company. Their magical Si3N4 tech can penetrate many types of market (Shoulders, Ankles, Spines, Knees, Hips, Dental, 3D Printing, Metal Brazing, Non-Medical Applications)...In addition, Japan Clearance + Huge Deals coming, Pending CFDA (a couple 100K units deal signed), plus 200mils + NOL (accumulated tax loss), etc...
I believe the BO valuation will be very interesting & I can't wait to read the details of the deal. These guys will make sure the BO price will be fair & square:
https://fintel.io/so/us/amda
So I am not stressing out (over the BS slinging from BEARs) ... that the tech will be stolen for cheap! It can't be cheaper than the paid-in capital:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)
https://www.business-case-analysis.com/paid-in-capital.html
Also, their IPR&D valuation should be enormous based on the addressable market potential. Check Boston's blog to see crazy addressable market size of the tech in details. Just google ... you will find the same public info Boston found.
BULLs, use your "greedy" imagination for the BO price!
=====================
Wink @ BLUE POPEYES:
Warum versteckst du dich wie eine Ratte?
am meisten zwielichtiger Charakter!
Static type of Forum (i.e. IHUB) = Spreading FAKE BK article using stealth aliases to aid the attack on the share price.
Streaming type of Forum = INDIRECTLY spreading F.U.D. like "dilution coming", "BK", "Going Private"? all false rumors...
Can you please post the FAKE BK article again in the mainstream? Please help the SEC out:
https://www.sec.gov/news/press/2008/2008-64.htm
https://www.sec.gov/news/press-release/2017-176
https://www.bloomberg.com/news/articles/2016-05-17/wall-street-faces-new-front-for-lawsuits-after-top-court-ruling
So be careful when you spread false rumors that AMDA is going BK or going Private to help you to manipulate price! Don't get caught by SEC & become BUBBA's girlfriend later!
What is a BK company looks like?
https://www.businesswire.com/news/home/20171212005551/en/Dextera-Surgical-Files-Chapter-11-Bankruptcy-Signs
https://www.sec.gov/Archives/edgar/data/1178104/000143774917018897/crdc20170930_10q.htm:
1. Total stockholders' deficit $(8,291) <<< NEGATIVE (page 2)
2. Revenue = $694K = Basically close to no income (page 3)
3. Net loss $(3,537) <<< $3.537 mils loss per quarter w/ NO income! (page 4)
4. "expects to incur losses for the next several years." (page 8)
5. https://www.sec.gov/cgi-bin/browse-edgar?CIK=dxtr&owner=exclude&action=getcompany
*** search item 3.01...you will see tons of NASDAQ delisting warnings regarding the stock equity issue ***
6. etc...more in their SEC filings
Here is the link to the docket files of DXTR BK case (read their motions, you will see many reasons for them to file BK case):
http://www.omnimgt.com/mobile/documents?clientId=2402&tagid=974
*** AMDA has no ground to file any type of BK cases w/ BK courts!!! ***
& of course BS & meaningless downgrade articles from the *!#$%^& = SEC should look into them! It's all about the endeavor to stealing shares from retail investors.
Also,
*** wink @ some hidden BEARs that wearing BULLs clothes ***
==========================
Now let's talk about "dilution" ... F.U.D. by BEARs:
1. S-3 = ineligible for many months due to NT 10-K Filed (WILL NOT HAPPEN)
2. S-1 = takes 40+ days = by the time CASH in the coffer = almost early Feb 2018! ... but Hercules last payment is due by Jan 1st, 2018! Aren't the BEARs have been waiting for the S-1 from Sonny since the late Qs filed (Nov 1st)? LMAO! (WILL NOT HAPPEN)
3. Ah...a joke ... maybe Sonny will put some shares in a basket & put up a tent at the flea market & sell these shares to people at the flea market for quick cash? SMH! (WILL NOT HAPPEN)
4. Private Placement = running out of time as well ... also, this is protected by "anti-dilution 20%" rule from SEC:
https://media2.mofo.com/documents/faqsthe20percentrulenonregisteredsecurities.pdf
20% or over = shareholders voting require = 30 days to set up the vote!
19% of 3 mil shares = less than 600K shares
So 600K X $2.50 (this is the BEARs' pipe dream!) = $1.5 mils (NOT enough to pay Hercules $1.6 mils loan end fee plus $500K amount of last payment of the loan.) (WILL NOT HAPPEN)
Hence, there is only one way that works...
5. Exercise Warrants (3 scenarios) for M&A events:
a. M&A news before Jan 1st, 2018 = $15 mils in the coffer instantly from warrants exercise full price. Enough $$$ to wrap things up & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado.
b. M&A after Warrants Exercise = Desperate move by Sonny (I highly doubt he will give discount to them)...50% MAXIMUM discount from the original exercise price of $6.50 & $12.60...please see the image below for the details of calculations...all data pulled from AMDA 3rd Quarter Financial Statement & past offering filings:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)
https://imgur.com/a/GASqs
c. The deal includes Indebtedness (Hercules + Sonny LLC) like the TBRA example i showed previously. Warrants Exercise while the deal is being closed.
*** Time is running out for the BEARs! ***
=======================
My observations on share price:
First, paint the chart to make it looks like a POS ticker (deter 90% of buyers/flippers/traders) ... the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 4.5 millions fully diluted shares (which is directly connected to the payout per share in the event of M&A ... derive from total BO valuation). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short positions & extra shares to cash out on M&A event).
====================
Strategically for both Zimmer & AMDA:
M&A deal can be announced this month & will be closed next month (majority deals take minimum 30+ days to close). Japan clearance could be here by the time the deal closes or even during the deal is being closed. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institutions investor off. Hurry up & pull the trigger Zimmer!
* Retail investors only care about when the deals announcement to cash out *
I am banking big on my ATM machine = Zimmer ... that they need the super biomaterial Si3N4 tech badly!
It's a win-win-win-win situation for Zimmer, AMDA, AMDA retail investors & unfortunate patients out there:
It's all about SYNERGY! 1. One has the tech, 2. one like Zimmer has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors = cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial!
=======================
My risk & reward mentality:
In the event of M&A (99% chance...we need the last 1% which is the announcement to confirm the M&A), the BEARs will be game over! In the event of BK (Hercules is about to get paid off in 11 more calendar days...so 0%, ZERO, NIL, NULL chance), the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment!
====================
Long & Strong until M&A day
DON'T feed the BEARS
HOLD tight to your shares
STEAL the cheap shares that they use to paint the chart
BEARs play mind games on BULLs like Harry S. Truman's Quote:
"If you can't convince them, confuse them."
The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid? Also, REAL BULLs should beware of FAKE Bulls that play the role of "victim" of the the company! Toying the emotions & sentiments of the REAL BULLs! Promote other tickers = telling the retail investors to sell AMDA shares & invest elsewhere ... good try...good try...randoms act of kindness again...wink*
This is the way I interpret all the BEARs BS spinning:
1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!
2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!
Hello BULLs again...
My last post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137115186
Boston Blog:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137161411
====================
DREW:
First off, there is no relevance between M&A announcements and Nasdaq normal routine of sending out warning letters regarding listing issues like (i.e. trading under $1, stockholder equity under $2.5 mils, "no annual meeting per fiscal year", etc...). Previously, I already showed examples of companies that announced M&A deals the same day they filed 8-K Financial Restatements and/or regular Financial Statements / Amendments. Current AMDA scenario, the M&A deal is too ripe to be announced already. In addition, Hercules Loan's last payment is due by the end of this week. So there must be some news to get 1.5 mil warrants to be converted into 1.5 mils common shares (est. proceeds will be $15 mils). Please read the image in this post again to see the calculations of warrants conversion. Below, I provide some more examples of companies with M&A events & still received Nasdaq warning letters regarding "no annual meeting for last fiscal year". Also, Nasdaq wasn't consistent on the timing that they sent out these warning letters:
NO ANNUAL MEETING in 2017
Ticker = NMRX
Fiscal Year Start Month = Jan
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000870753&type=&dateb=&owner=exclude&count=40
1. M&A news on 2017-08-07
2. M&A voted on 2017-12-06
3. No Annual meeting = replaced w/ DEFM14A = voted & closed the M&A
4. Form 25-NSE voluntarily to delist from Nasdaq after everything wrapped up = 2017-12-07
5. Everything done within 2017 = No warning letter from Nasdaq.
================
NO ANNUAL MEETING in 2016
Ticker = FDML
Fiscal Year Start Month = Jan
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001419581&type=&dateb=&owner=exclude&count=40
1. M&A news on 2016-09-07
2. Tender Offer Cash Deal / They didn't vote
3. Nasdaq warning letter regarding "no annual meeting" on 2017-01-06 = 1st week of the new fiscal year
4. Form 25-NSE voluntarily to delist after everything wrapped up = 2017-01-23
5. Announced 3Q = closed next year
===============
NO ANNUAL MEETING in 2015
Ticker = CTCM
Fiscal Year Start Month = Jan
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001354513&type=&dateb=&owner=exclude&count=40
1. M&A news = 2015-11-17 on DEF 14A instead regular 8-K (very weird) & they set up the M&A voting in the same filing too.
2. M&A voted on 2015-12-17
3. Nasdaq warning letter regarding "no annual meeting" on 2016-01-20 = 3rd week of the new fiscal year
4. Form 25-NSE voluntarily to delist after everything wrapped up = 2016-08-01
5. Announced 4Q = M&A closed next year
=====================
NO ANNUAL MEETING in 2016
Ticker = PACE
Fiscal Year Start Month = Jan
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001644509&type=&dateb=&owner=exclude&count=40
1. M&A news on 2016-12-16
2. M&A voted on 2017-03-01
3. Nasdaq warning letter regarding "no annual meeting" on 2017-01-06 = 1st week of the new fiscal year
4. Form 25-NSE voluntarily to delist after everything wrapped up = 2017-03-30
5. Announced 4Q = M&A closed next year
====================
NO ANNUAL MEETING in 2016
Ticker = TERP
Fiscal Year Start Month = Jan
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001599947&type=&dateb=&owner=exclude&count=40
10-K for 2015 fiscal year was filed late on 2016-12-05 (AMDA filed 2017-09-20)
0. Nasdaq warning letter regarding "no annual meeting" 2017-01-10 = 2st week of the new fiscal year
1. Really late 3Q ER for 2016 filed on 2017-02-24 = rolled over to the next fiscal year.
2. M&A news on 2017-03-07
3. DEF 14A - to host annual meeting that they missed in 2016 fiscal year = 2017-03-07
*** They are the surviving entity from the proposed Merger ***
4. M&A Amendments (A few of them)
5. DEFM14A to vote on proposed M&A on 2017-09-06
6. Surviving entity from M&A, so they still trade on Nasdaq = NO form 25-NSE
===================
"On December 18, 2017, Bryan C. Hanson notified Medtronic Public Limited Company (the “Company”) that he would be resigning as the Company’s Executive Vice President and President, Minimally Invasive Therapies Group, effective as of December 18, 2017."
https://www.sec.gov/Archives/edgar/data/1613103/000161310317000058/dec20178-k.htm
"On December 19, 2017, Zimmer Biomet Holdings, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed Bryan C. Hanson as the Company’s President and Chief Executive Officer and elected him as a member of the Board, effective December 19, 2017. A copy of the related press release is furnished with this report as Exhibit 99.1."
https://www.sec.gov/Archives/edgar/data/1136869/000119312517376624/d520208d8k.htm
No lapse time between resignation at MDT & acceptance as CEO at ZBH ... especially right at the holiday season. Why so rush? Looks like they wanted him to take over the CEO position asap to sign some important documents. Notified MDT on 18th & on the 19th = officially ZBH CEO...lmao...He actually gave MDT a middle finger.
================
1. Meticulous Preparations & Plans = New Spine HQ in Colorado, Loan in Japan, etc...
2. Vast Personnel Resources & Huge Worldwide Operations
"As of December 31, 2016, we employed approximately 18,500 employees worldwide, including approximately 2,000 employees dedicated to research and development. Approximately 8,700 employees are located within the U.S. and approximately 9,800 employees are located outside of the U.S., primarily throughout Europe and in Japan. We have approximately 7,800 employees dedicated to manufacturing our products worldwide. The Warsaw, Indiana production facilities employ approximately 2,600 employees in the aggregate."
https://www.sec.gov/Archives/edgar/data/1136869/000119312517065632/d285470d10k.htm (Page 8)
https://www.sec.gov/Archives/edgar/data/1136869/000156459017021865/zbh-ex21_7.htm
3. Leadership Teams (New CEO & Pending announcement of Spine President (Dana, Long, etc..?)
Zimmer previous CEO David resigned = stock surged = Fraud St. loves the news:
https://www.cnbc.com/2017/07/17/cramer-zimmer-biomet-proves-ceo-departures-are-not-always-negative.html
Bryan, new CEO appointed = stock surged too = Fraud St. loves the news:
https://www.cnbc.com/2017/12/20/cramer-says-zimmer-biomet-is-becoming-a-buy-thanks-to-its-new-ceo.html
4. Acquiring new, superior tech like AMDA's Si3N4!
5. Excellency in Plans Executions
Putting Bezos, Gates, Buffet, Page, etc... to work together w/ the the new CEO Bryan...there won't be much growth down the road if they don't have a super tech like Si3N4 from AMDA as their attack weapon to help to gain market shares from many potential product types (from Si3N4 biomaterial). In conclusion, it must be a coaction of at least 5 above factors to make things work.
==================
I posted this 6 months ago:
Financial, Litigations, Tax, etc...
"What do the company’s annual, quarterly, and (if available) monthly financial statements for the last three years reveal about its financial performance and condition?"
https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#7ec37eca4bfc
THE DESPERATE BEARs SAY "AUDIT 3 YEARS FINANCIAL TO DO OFFERING" = LMAO!
====================
AMDA is a biomaterial company. Their magical Si3N4 tech can penetrate many types of market (Shoulders, Ankles, Spines, Knees, Hips, Dental, 3D Printing, Metal Brazing, Non-Medical Applications)...In addition, Japan Clearance + Huge Deals coming, Pending CFDA (a couple 100K units deal signed), plus 200mils + NOL (accumulated tax loss), etc...
I believe the BO valuation will be very interesting & I can't wait to read the details of the deal. These guys will make sure the BO price will be fair & square:
https://fintel.io/so/us/amda (Since Sep 30th, 2017...could be more "tutes" holding by now)
So I am not stressing out (over the BS slinging from BEARs) ... that the tech will be stolen for cheap! It can't be cheaper than the paid-in capital:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)
https://www.business-case-analysis.com/paid-in-capital.html
Also, their IPR&D valuation should be enormous based on the addressable market potential. Check Boston's blog to see crazy addressable market size of the tech in details. Just google ... you will find the same public info Boston found.
BULLs, use your "greedy" imagination for the BO price!
=====================
Wink @ BLUE POPEYES:
Warum versteckst du dich wie eine Ratte?
am meisten zwielichtiger Charakter!
Static type of Forum (i.e. IHUB) = Spreading FAKE BK article using stealth aliases to aid the attack on the share price.
Streaming type of Forum = INDIRECTLY spreading F.U.D. like "dilution coming", "BK", "Going Private"? all false rumors...
Can you please post the FAKE BK article again in the mainstream? Please help the SEC out:
https://www.sec.gov/news/press/2008/2008-64.htm
https://www.sec.gov/news/press-release/2017-176
https://www.bloomberg.com/news/articles/2016-05-17/wall-street-faces-new-front-for-lawsuits-after-top-court-ruling
So be careful when you spread false rumors that AMDA is going BK or going Private to help you to manipulate price! Don't get caught by SEC & become BUBBA's girlfriend later!
What is a BK company looks like?
https://www.businesswire.com/news/home/20171212005551/en/Dextera-Surgical-Files-Chapter-11-Bankruptcy-Signs
https://www.sec.gov/Archives/edgar/data/1178104/000143774917018897/crdc20170930_10q.htm:
1. Total stockholders' deficit $(8,291) <<< NEGATIVE (page 2)
2. Revenue = $694K = Basically close to no income (page 3)
3. Net loss $(3,537) <<< $3.537 mils loss per quarter w/ NO income! (page 4)
4. "expects to incur losses for the next several years." (page 8)
5. https://www.sec.gov/cgi-bin/browse-edgar?CIK=dxtr&owner=exclude&action=getcompany
*** search item 3.01...you will see tons of NASDAQ delisting warnings regarding the stock equity issue ***
6. etc...more in their SEC filings
Here is the link to the docket files of DXTR BK case (read their motions, you will see many reasons for them to file BK case):
http://www.omnimgt.com/mobile/documents?clientId=2402&tagid=974
*** AMDA has no ground to file any type of BK cases w/ BK courts!!! ***
& of course BS & meaningless downgrade articles from the *!#$%^& = SEC should look into them! It's all about the endeavor to stealing shares from retail investors.
Also,
*** wink @ some hidden BEARs that wearing BULLs clothes ***
==========================
Now let's talk about "dilution" ... F.U.D. by BEARs:
1. S-3 = ineligible for many months due to NT 10-K Filed (WILL NOT HAPPEN)
2. S-1 = takes 40+ days = by the time CASH in the coffer = almost early Feb 2018! ... but Hercules last payment is due by Jan 1st, 2018! Aren't the BEARs have been waiting for the S-1 from Sonny since the late Qs filed (Nov 1st)? LMAO! (WILL NOT HAPPEN)
3. Ah...a joke ... maybe Sonny will put some shares in a basket & put up a tent at the flea market & sell these shares to people at the flea market for quick cash? SMH! (WILL NOT HAPPEN)
4. Private Placement = running out of time as well ... also, this is protected by "anti-dilution 20%" rule from SEC:
https://media2.mofo.com/documents/faqsthe20percentrulenonregisteredsecurities.pdf
20% or over = shareholders voting require = 30 days to set up the vote!
19% of 3 mil shares = less than 600K shares
So 600K X $2.50 (this is the BEARs' pipe dream!) = $1.5 mils (NOT enough to pay Hercules $1.6 mils loan end fee plus $500K amount of last payment of the loan.) (WILL NOT HAPPEN)
Hence, there is only one way that works...
5. Exercise Warrants (3 scenarios) for M&A events:
a. M&A news before Jan 1st, 2018 = $15 mils in the coffer instantly from warrants exercise full price. Enough $$$ to wrap things up & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado.
b. M&A after Warrants Exercise = Desperate move by Sonny (I highly doubt he will give discount to them)...50% MAXIMUM discount from the original exercise price of $6.50 & $12.60...please see the image below for the details of calculations...all data pulled from AMDA 3rd Quarter Financial Statement & past offering filings:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)
https://imgur.com/a/GASqs
c. The deal includes Indebtedness (Hercules + Sonny LLC) like the TBRA example i showed previously. Warrants Exercise while the deal is being closed.
*** Time is running out for the BEARs! ***
=======================
My observations on share price:
First, paint the chart to make it looks like a POS ticker (deter 90% of buyers/flippers/traders) ... the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 4.5 millions fully diluted shares (which is directly connected to the payout per share in the event of M&A ... derive from total BO valuation). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short positions & extra shares to cash out on M&A event).
====================
Strategically for both Zimmer & AMDA:
M&A deal can be announced this month & will be closed next month (majority deals take minimum 30+ days to close). Japan clearance could be here by the time the deal closes or even during the deal is being closed. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institutions investor off. Hurry up & pull the trigger Zimmer!
* Retail investors only care about when the deals announcement to cash out *
I am banking big on my ATM machine = Zimmer ... that they need the super biomaterial Si3N4 tech badly!
It's a win-win-win-win situation for Zimmer, AMDA, AMDA retail investors & unfortunate patients out there:
It's all about SYNERGY! 1. One has the tech, 2. one like Zimmer has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors = cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial!
=======================
My risk & reward mentality:
In the event of M&A (99% chance...we need the last 1% which is the announcement to confirm the M&A), the BEARs will be game over! In the event of BK (Hercules is about to get paid off in 11 more calendar days...so 0%, ZERO, NIL, NULL chance), the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment!
====================
Long & Strong until M&A day
DON'T feed the BEARS
HOLD tight to your shares
STEAL the cheap shares that they use to paint the chart
BEARs play mind games on BULLs like Harry S. Truman's Quote:
"If you can't convince them, confuse them."
The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid? Also, REAL BULLs should beware of FAKE Bulls that play the role of "victim" of the the company! Toying the emotions & sentiments of the REAL BULLs! Promote other tickers = telling the retail investors to sell AMDA shares & invest elsewhere ... good try...good try...randoms act of kindness again...wink*
This is the way I interpret all the BEARs BS spinning:
1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!
2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!
Hello BULLs again...Happy Holidays!
my last post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=137051164
Boston Blog:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136941020
==========================
Boston:
Ticker = TERP
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001599947&type=&dateb=&owner=exclude&count=40
1. AMDA had "NT" Filings ... They also had "NT" Filings:
NT 10-K = 2016-02-29
NT 10-Q = 2016-05-11
NT 10-Q = 2016-08-10
NT 10-Q = 2016-11-10
2. No Annual Meeting in 2016 = No DEF 14A = Same like AMDA in 2017!
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001599947&type=def+14a&dateb=&owner=exclude&count=40
3. No CFO too = 15 months prior to M&A event, they said "Adios!" to their CFO ... 1 executive took 2 jobs like Sonny (CEO & CFO):
"Mr. Alejandro Hernandez was removed as Executive Vice President and Chief Financial Officer of the Company and Mr. Manavendra Sial was appointed to serve as interim Chief Financial Officer of the Company."
"On November 22, 2015, Ms. Rebecca Cranna was appointed to serve as Executive Vice President and Chief Financial Officer of the Company on a permanent basis, and Mr. Sial correspondingly stepped down as interim Chief Financial Officer of the Company."
https://www.sec.gov/Archives/edgar/data/1599947/000159994716000244/terp201510-k.htm
14+ months ago, AMDA's CFO "Adios" as well:
"In connection with Amedica’s staff reduction, Ty Lombardi, the company’s Chief Financial Officer and Principal Financial Officer, left the employ of the company."
https://www.sec.gov/Archives/edgar/data/1269026/000149315216013858/form8-k.htm
CFO surplus on the job market, why?
https://www.wsj.com/articles/merger-boom-spawns-a-cfo-surplus-1433808509
4. $1.7 Billion Market Cap company had this issues:
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in Management’s Report on Internal Control over Financial Reporting:
•
Ineffective Board oversight and management monitoring activities over the information technology systems development and implementation of financial reporting processes and internal controls by the parent company service provider;
•
Insufficient number of trained resources with assigned responsibility and accountability for financial reporting processes and internal controls conducted by the parent company service provider;
•
Ineffective risk assessment process that responds to changes in generally accepted accounting principles, changes in its business operations, modifications to information technology systems, and changes within the parent company service provider and key personnel;
•
Ineffective information and communication processes that ensure appropriate and accurate information is available to financial reporting personnel on a timely basis;
•
Ineffective monitoring activities;
132
•
Ineffective general information technology controls over the consolidation and Solar segment operating systems, databases, and IT applications and ineffective access controls over the Wind Segment operating system, databases, and IT applications, both resulting in ineffective process level automated controls and compensating manual controls dependent upon the information derived from relevant IT systems;
•
Ineffective controls over the completeness, existence, and accuracy of: (i) revenues and accounts receivable transactions (ii) allocated general and administrative expenses, (iii) the transfer of historical costs related to renewable energy facilities acquired from the parent company;
•
Ineffective operation of reconciliation controls over the completeness, existence and accuracy of various balance sheet accounts;
•
Ineffective controls over the completeness and presentation of restricted cash; and
•
Ineffective controls over the completeness and accuracy of information used as part of goodwill impairment, business combinations, hypothetical liquidation of book value, debt covenant compliance, and going concern processes.
https://www.sec.gov/Archives/edgar/data/1599947/000159994716000244/terp201510-k.htm#se7f57f2b8e904090afadcbdde851baf1 (Page 132 - Page 133)
I won't be surprise that a tiny nano-cap like AMDA has the same issues too...not a big deal at all.
5. Principal Accounting Fees and Services.
Year ended December 31, 2014 = $ 1,608.9 in (1000s) = $ 1,608,900
Year ended December 31, 2015 = $ 10,141.0 in (1000s)= $10,141,000
*** 2015 increased more than 6X compared to 2014 ***
https://www.sec.gov/Archives/edgar/data/1599947/000159994716000244/terp201510-k.htm#se7f57f2b8e904090afadcbdde851baf1 (Page 130)
Year ended December 31, 2016 = $ 8,498.4 in (1000s) = $ 8,498,400
...
* TERP filed 10-K = Dec 6th, 2016 ... really late (w/ Executive Compensations Disclosure for 2015 fiscal year)...obviously their books & records were complicated than AMDA's.
* They filed their 2016 - 3rd Quarter Financial Statement = 2017-02-24 (WAY OVER DUE = rolled over to the next fiscal year = 2017! AMDA filed 3Q ER 11 weeks earlier than them as in comparison)
* 10 plus days after they filed 3Q ER, they announced the M&A news:
https://www.sec.gov/Archives/edgar/data/1599947/000156761917000392/0001567619-17-000392-index.htm
Then they filed DEFM14A to vote on the M&A.
*** 10-Q/As should be out soon or even out the same day w/ M&A news ***
=========================
@ As you can see, there are similarities in terms of events between AMDA & TERP @
While the "2 dimes & a nickel" in the PANIC mode ... calling for no M&A only smoke & mirror ... uh huh ... uh huh ... SMH ... LMAO!
Do the BEARs really believe that their 100s posts w/ 1-sentence, 2-sentence, 3-sentence or even 2 tiny paragraphs full of baloneys &WITHOUT REAL, SOLID info. can convince the BULLs that there is no M&A going on. Who is actually grasping straws? Who is the keyboard warrior now? LMAO!... BEARs are running out of time! Is M7948 an angel? nice & kind man...worry about my $...other BULLs $ ... retail investors $...WTHell lmao...give it up ...only strong hands are holding shares. No share to cover? If Sonny said loud & clear in the PRs: "WE ARE SELLING THE COMPANY!" ...do you yahoos really think the share price still sit @ $3 range...SMH ... confidential man!
========================
DP60:
I am very curious about the details of the deal too. As for the IPR&D valuation ... IMO, i would think the IPR&D should be measured ... based on these 4 factors or could be more (I am not an expert on this...just guessing):
1. TAM, SAM, SOM (of all products can be developed from Si3N4):
https://en.wikipedia.org/wiki/Total_addressable_market
2. How long the tech can penetration market (I.P. life left = 19 years for 2nd gen Si3N4...as they just got their worldwide patents in early 2017):
https://patentscope.wipo.int/search/en/detail.jsf?docId=WO2017027426
3. Uniqueness of the tech & its crazy potential.
4. Who will own the tech (Zimmer has vast resources to unlock the tech to its fullest!)
LDRH was totally different way to measure their BO price. Zimmer only booked $2 mils on IPR&D on LDRH. Their Spinal ADR products are limited & specific as well. Si3N4 tech can be used to create many dif product groups, so the TAM, SAM, SOM will be diff in size as well. I would say dif. animal in terms of valuations in compare to AMDA's tech.
==================
DREW:
1. AMDA will not announce anything regarding "we will not have annual meeting this year"... We likely will get the warning letter like TERP example above in the 1st week of 2018 (they didn't have annual meeting in 2016 due to M&A event too ... just normal procedures from Nasdaq):
https://www.sec.gov/Archives/edgar/data/1599947/000159994717000010/terp8-knasdaqletterjan92017.htm (they didn't bother to host an annual meeting due to M&A preparation in 2016)...so nothing to be alarm of ... if AMDA has one in 1st week of 2018 = expected.
2. M&A news, then DEFM14A (replace annual meeting DEF 14A) to vote on the proposed deal later.
3. When to sell shares on M&A news depends on the deal details & your cost basis.
===================
north4000: Boston already answered your question. Technically, AMDA is Zimmer's little b*tch...only wants to marry Zimmer...if you read all the DDs from Boston & myself...you will see it too...so i highly doubt there will be a chance for any other big dogs in the industry to lay their hands on Si3N4 tech...well unless they pay 3 times more than Zimmer ... retail investors will cream in their pants w/ happiness...lol
====================
Matmar: It depends on a few factors:
1. Cash
2. Stock Swapping
3. CVR - Contingent Value Rights
4. Mixed of 1 & 2 & 3
5. 2017 announcement ...if cash is a portion of deals...Zimmer has to deposit $ in the Tender Off Agency account (the party that handles tender off). So it's up to the buyer when they want to book the deals on which Quarter...Hercules payment is due by Jan 1st, 2018 ... so this have to be announced very soon...They have to ask Hercules for written consent, then announce the deal...Sometimes, the deal will take over Sonny LLC & Hercules Loan as well... perfectly normal.
=========================
I posted this 6 months ago:
Financial, Litigations, Tax, etc...
"What do the company’s annual, quarterly, and (if available) monthly financial statements for the last three years reveal about its financial performance and condition?"
https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#7ec37eca4bfc
THE DESPERATE BEARs SAY "AUDIT 3 YEARS FINANCIAL TO DO OFFERING" = LMAO!
==========================
AMDA is a biomaterial company. Their magical Si3N4 tech can penetrate many types of market (Shoulders, Ankles, Spines, Knees, Hips, Dental, 3D Printing, Metal Brazing, Non-Medical Applications)...In addition, Japan Clearance + Huge Deals coming, Pending CFDA (a couple 100K units deal signed), plus 200mils + NOL (accumulated tax loss), etc...
I believe the BO valuation will be interesting & I can't wait to read the details of the deal. These guys will make sure the BO price will be fair & square:
https://fintel.io/so/us/amda
So I am not stressing out (over the BS slinging from BEARs) ... that the tech will be stolen for cheap! It can't be cheaper than the paid-in capital:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)
https://www.business-case-analysis.com/paid-in-capital.html
Also, their IPR&D valuation should be enormous based on the addressable market potential. Check Boston's blog to see crazy addressable market size of the tech in details. Just google ... you will find the same public info Boston found.
BULLs, use your "greedy" imagination for the BO price!
=====================
Wink @ BLUE POPEYES:
Warum versteckst du dich wie eine Ratte?
am meisten zwielichtiger Charakter!
Static type of Forum (i.e. IHUB) = Spreading FAKE BK article using stealth aliases to aid the attack on the share price.
Streaming type of Forum = INDIRECTLY spreading F.U.D. like "dilution coming", "BK", "Going Private"? all false rumors...
Can you please post the FAKE BK article again in the mainstream? Please help the SEC out:
https://www.sec.gov/news/press/2008/2008-64.htm
https://www.sec.gov/news/press-release/2017-176
https://www.bloomberg.com/news/articles/2016-05-17/wall-street-faces-new-front-for-lawsuits-after-top-court-ruling
So be careful when you spread false rumors that AMDA is going BK or going Private to help you to manipulate price! Don't get caught by SEC & become BUBBA's girlfriend later!
What is a BK company looks like?
https://www.businesswire.com/news/home/20171212005551/en/Dextera-Surgical-Files-Chapter-11-Bankruptcy-Signs
https://www.sec.gov/Archives/edgar/data/1178104/000143774917018897/crdc20170930_10q.htm:
1. Total stockholders' deficit $(8,291) <<< NEGATIVE (page 2)
2. Revenue = $694K = Basically close to no income (page 3)
3. Net loss $(3,537) <<< $3.537 mils loss per quarter w/ NO income! (page 4)
4. "expects to incur losses for the next several years." (page 8)
5. https://www.sec.gov/cgi-bin/browse-edgar?CIK=dxtr&owner=exclude&action=getcompany
*** search item 3.01...you will see tons of NASDAQ delisting warnings regarding the stock equity issue ***
6. etc...more in their SEC filings
Here is the link to the docket files of DXTR BK case (read their motions, you will see many reasons for them to file BK case):
http://www.omnimgt.com/mobile/documents?clientId=2402&tagid=974
*** AMDA has no ground to file any type of BK cases w/ BK courts!!! ***
==========================
Now let's talk about "dilution" ... F.U.D. by BEARs:
1. S-3 = ineligible for many months due to NT 10-K Filed (WILL NOT HAPPEN)
2. S-1 = takes 40+ days = by the time CASH in the coffer = almost early Feb 2018! ... but Hercules last payment due by Jan 1st, 2018! Aren't the BEARs have been waiting for the S-1 from Sonny since the late Qs filed (Nov 1st)? LMAO! (WILL NOT HAPPEN)
3. Ah...a joke ... maybe Sonny will put some shares in a basket & put up a tent at the flea market & sell these shares to people at the flea market for quick cash? SMH! (WILL NOT HAPPEN)
4. Private Placement = running out of time as well ... also, this is protected by "anti-dilution 20%" rule from SEC:
https://media2.mofo.com/documents/faqsthe20percentrulenonregisteredsecurities.pdf
20% or over = shareholders voting require = 30 days to set up the vote!
19% of 3 mil shares = less than 600K shares
So 600K X $2.50 (this is the BEARs' pipe dream!) = $1.5 mils (NOT enough to pay Hercules $1.6 mils loan end fee plus $500K amount of last payment of the loan.) (WILL NOT HAPPEN)
Hence, there is only one way that works...
5. Exercise Warrants (3 scenarios) for M&A events:
a. M&A news before Jan 1st, 2018 = $15 mils in the coffer instantly from warrants exercise full price. Enough $$$ to wrap things up & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado.
b. M&A after Warrants Exercise = Desperate move by Sonny (I highly doubt he will give discount to them)...50% MAXIMUM discount from the original exercise price of $6.50 & $12.60...please see the image below for the details of calculations...all data pulled from AMDA 3rd Quarter Financial Statement & past offering filings:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)
https://imgur.com/a/GASqs
c. The deal includes Indebtedness (Hercules + Sonny LLC) like the TBRA example i showed above. Warrants Exercise while the deal is being closed.
*** Time is running out for the BEARs! ***
=======================
My observations on share price:
First, paint the chart to make it looks like a POS ticker (deter 90% of buyers/flippers/traders) ... the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 4.5 millions fully diluted shares (which is directly connected to the payout per share in the event of M&A ... derive from total BO valuation). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short positions & extra shares to cash out on M&A event).
====================
Strategically for both Zimmer & AMDA:
M&A deal can be announced this month & will be closed next month (majority deals take minimum 30+ days to close). Japan clearance could be here by the time the deal closes or even during the deal is being closed. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institutions investor off. Hurry up & pull the trigger Zimmer!
* Retail investors only care about when the deals announcement to cash out *
I am banking big on my ATM machine = Zimmer ... that they need the super biomaterial Si3N4 tech badly!
It's a win-win-win-win situation for Zimmer, AMDA, AMDA retail investors & unfortunate patients out there:
It's all about SYNERGY! 1. One has the tech, 2. one has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors to cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial types!
=======================
My risk & reward mentality:
In the event of M&A (99% chance...we need the last 1% which is the announcement to confirm the M&A), the BEARs will be game over! In the event of BK (Hercules is about to get paid off in 11 more calendar days...so 0%, ZERO, NIL, NULL chance), the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment!
====================
Long & Strong until M&A day
DON'T feed the BEARS
HOLD tight to your shares
STEAL the cheap shares that they use to paint the chart
BEARs play mind games on BULLs like Harry S. Truman's Quote:
"If you can't convince them, confuse them."
The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid? Also, REAL BULLs should beware of FAKE Bulls that play the role of "victim" of the the company! Toying the emotions & sentiments of the REAL BULLs! Promote other tickers = telling the retail investors to sell AMDA shares & invest elsewhere ... good try...good try...randoms act of kindness again...wink*
This is the way I interpret all the BEARs BS spinning:
1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!
2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!
Walking in the room waving to the BULLs...I wait til the BEARs finish tossing travesties & baloneys ... before I speak up...
My last post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136897101
=======================
Boston's in-depth DDs already showed us enough information = the LOI signer was Zimmer:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136941020
There is one commonsensible point that further suggests the LOI was signed by Zimmer back in 2015:
https://www.amedica.com/
On AMDA's website, in their product presentations, in their clinical studies, testings & publications, etc...they ONLY compare Si3N4 tech w/ other biomaterial like PEEK & Titanium & ZTA, Cobalt-Chrome, etc except for the inferior Tantalum biomaterial from Zimmer? Por que? You don't talk smack about your buyer's material! AMDA's Si3N4 tech will replace Zimmer's Tantalum biomaterial & eat into other biomaterial's lunch & dinner soon ... after the acquisition...slowly, but surely!
Boston is so guilty for digging so much FACT about Zimmer Tantalum's failures from the ocean called "google" ... LMAO!
=================
Zimmer's new CEO which was Executive Vice President and President of Medtronic's Minimally Invasive Therapies Group from Medtronic (Ranked #1 dominant in Spine Implants Market).
Enemy's enemy = Friend!
Currently, Zimmer is ranked # 6 in Spine Implant Market ... which there is plenty of room for them to grow in this sector. They are preparing to attack the Spine implant sector right after they acquire Si3N4 tech. They recently opened a new Spine HQ in Colorado, Loan in Japan, etc... & now with the help of their new CEO - a guy that knows the "ins" & the " outs" of the operations from the Spine Implant dominant player. IMO... 2nd gen. Si3N4 + 3D printing + full "valeo+CSC" (skip autograft & allograft procedure) approval (after Zimmer acquisition) + new CEO's guidances (hopefully) = one day, Zimmer will be ranked #1 in the Spine Implant Sector! Adios PEEK boys ... very soon!
A similar story was Marc Lore from amazon...& now CEO of Walmart's e-commerce business:
Marc Lore was under bezos' wing. He left amazon. Later, he opened Jet.com which was bought by Walmart. He is overseeing Walmart's e-commerce business. Walmart's market cap gained 90 billions (44%) in the course of 1 year after Marc joined Walmart! Now analysts are seeing Marc is a big threat to amazon's e-commerce business (90% of amazon total revenue, which is non-profitable...AWS (8% of amazon revenue) makes all the profits to cover the losses from amazon e-commerce business! SMH.
https://www.thestreet.com/story/14009962/1/amazon-ceo-jeff-bezos-made-one-huge-mistake-that-walmart-could-make-him-pay-dearly-for.html
https://www.recode.net/2017/12/6/16680886/marc-lore-jet-walmart-recode-100-ecommerce
https://money.usnews.com/investing/stock-market-news/articles/2017-12-19/wal-mart-stores-inc-wmt-amazon-com-amzn
=======================
COC compensations language on 10-K/A is just generic form of language ... check Whole Food DEFM14A (Page 47):
"Upon a qualifying termination, each executive officer who participates in the Retention Plan would be entitled to:
•
a lump sum cash payment equal to three times the sum of? (1) the executive officer’s annual base salary and (2) the average of the last three annual bonuses paid to the executive officer;"
https://www.sec.gov/Archives/edgar/data/865436/000157104917006849/t1702075-defm14a.htm
========================
More examples of item 4.02 which related to M&A events:
Ticker = OA = multi-billion deals = thick books to check
https://www.sec.gov/Archives/edgar/data/866121/000104746917006525/a2233603zdefm14a.htm#dg18905_background_of_the_merger
Background of the Merger:
Page 28-38...
"In 2015, Company A approached Orbital ATK about a possible acquisition of Company A by Orbital ATK. Orbital ATK and Company A entered into a mutual non-disclosure agreement (the "Company A NDA")on November 5, 2015 that included customary confidentiality provisions and a two-year standstill provision prohibiting the parties from engaging in certain types of actions, including making an acquisition proposal with respect to the other party without the other party's prior written consent. The standstill provision included a prohibition on both parties from asking for a waiver of the prohibitions, which is commonly referred to as a "don't ask, don't waive" provision. In December 2015, Orbital ATK ceased discussions with Company A regarding a possible acquisition of Company A. On September 17, 2017, prior to executing the merger agreement, Orbital ATK sent a letter to Company A releasing it from its standstill obligations under the Company A NDA."
* Signed standstill NDA = step 4 - Not the LOI like AMDA = step 8 below
http://www.cwbusinesslaw.com/legal-contracts/the-standstill-and-exclusivity-agreement/
*** Ash or someone here posted an example of LOI signed to develop products, then later that company acquired the target too ***
http://www.dummies.com/business/corporate-finance/mergers-and-acquisitions/steps-of-the-ma-process/ (NDA step = step 4 only)
"In 2016, Company B approached Orbital ATK about a possible acquisition of Company B by Orbital ATK. The mutual non-disclosure agreement entered into between Orbital ATK and Company B did not include a standstill provision. Following several meetings and discussions, the parties ceased discussions in early 2017."
* talked for the whole year of 2016 - they went as far as step 7 only *
* They knew they will be acquired, so they checked their books & restated some previous years & quarters Financial Statements *
then in early 2017...Northrop Grumman (the actual acquirer) approached them:
"The non-disclosure agreement dated August 30, 2017 further detailed and addressed the sharing of particular types of potentially sensitive information with the intent to limit access to only certain individuals."
*** step 8, 9, then boom deal announced & closed ***
Below is the list of their filings (they were in talk w/ company B in 2016 = was prepping themselves to be acquired):
8-K (Item 4.02) = 2016-08-10
8-K (Item 4.02) = 2016-11-03
10-Q/A = 2017-04-03 (1st Quarter 2016)
10-KT/A = 2017-02-24 (For the transition period from April 1, 2015 to December 31, 2015)
8-K (M&A) = 2017-09-18
DEFM14A = 2017-10-25
*** Complicated M&A process & the deal was closed w/ 3rd suitor ***
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000866121&type=&dateb=&owner=exclude&count=40
======================
Ticker = ALR = Billion Market Cap = Thick Books compares to AMDA's!
Fiscal Year Start Month = Jan
NT 10-K = 2015-03-03
10-K = 2015-03-05 (For Fiscal Year End December 31, 2014)
10-K/A = 2015-04-30 (Executive Compensation Disclosure)
8-K (Item 4.02) = 2015-05-05
https://www.sec.gov/Archives/edgar/data/1145460/000119312515170105/0001193125-15-170105-index.htm
NT 10-Q = 2015-05-12 (1st Quarter)
10-Q = 2015-05-28 (1st Quarter)
10-K/A = 2015-05-28 (For the fiscal year ended December 31, 2014)
10-Q/A = 2015-05-28 (1st Quarter)
10-Q = 2015-08-06 (2nd Quarter)
10-Q = 2015-11-09 (3rd Quarter)
10-K/A = 2015-11-13 (For the fiscal year ended December 31, 2014)
8-K = M&A announcement = 2016-02-01:
https://www.sec.gov/Archives/edgar/data/1145460/000095015716001517/form8-k.htm
DEFM14A = 2016-09-26 (Special Meeting to vote on the proposed M&A):
https://www.sec.gov/Archives/edgar/data/1145460/000119312517195381/0001193125-17-195381-index.htm
==========================
Ticker = OSI = $3.2 Billion Deal = Thick books to check through.
10-K = 2006-03-16 (For Fiscal Year End Dec 31st, 2015)
10-Q = 2006-05-10 (1st Quarter)
10-Q = 2006-08-09 (2nd Quarter)
8-K (M&A = Item 1.01 & Also Restatement = Item 4.02) = 2006-11-06 :
https://www.sec.gov/Archives/edgar/data/874691/000087469106000152/form8-knov2006merger.htm
*** They announced M&A news the same day they restated past Financial Statement Item 4.02 on 8-K ***
*** If you read through the Background of the Merger, you will see the acquirer was awared of the pending Financial Restatements & subsequent Amendments thereafter, somehow they wanted to have the deal announced anyway ***
NT 10-Q = 2006-11-09 (3rd Quarter)
10-K/A = 2007-01-08 (For Fiscal Year End Dec 31st, 2015)
10-Q = 2007-01-08 (3rd Quarter)
10-Q/A = 2007-01-17 (1st Quarter)
10-Q/A = 2007-01-17 (2nd Quarter)
PREM14A = 2007-01-17
DEFM14A = 2007-04-03
*** As you can see all Financial statements, Restatements, & Amendments must be all filed before they file the special meeting PREM14A/DEFM14A ***
Background of the Merger (Page 17 - Page 32):
https://www.sec.gov/Archives/edgar/data/874691/000095012307004944/y28878dmdefm14a.htm#117
*** There were more than 1 potenial suitors approached them since July 2005 = They knew they will be sold = Checked their books & Found errors = Restatement Item 4.02 on 8-K in 2006 + Financial Amendments ***
*** There were also standstills NDAs signed w/ other potential buyers ***
==================
I posted this 6 months ago:
Financial, Litigations, Tax, etc...
"What do the company’s annual, quarterly, and (if available) monthly financial statements for the last three years reveal about its financial performance and condition?"
https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#7ec37eca4bfc
THE DESPERATE BEARs SAY "AUDIT 3 YEARS FINANCIAL TO DO OFFERING" = LMAO!
=======================
Examples of BO valuation...
Zimmer acquired LDRH in 2016...(they paid $1.1 Bil - to penetrate $4.5 bil addressable market by 2025 in Spine Artificial Disc Replacement):
https://www.sec.gov/Archives/edgar/data/1136869/000156459017021865/zbh-10q_20170930.htm
(Page 10)
Most of the value = Technology + Customer relationships + Goodwill
*** IPR&D = only 2 Mils ***
===================
Deals size = $590 mils CASH + $1.1 Billion CVR (AGN paid over $330 mils so far on CVR ... $800 mils balance left)
AGN acquired TBRA in 2016 after they FAILED phase 2B clinical trial:
http://www.talkmarkets.com/content/stocks--equities/tobira-therapeutics-plummets-60-on-phase-2b-trial-failure-in-nash?post=101333
then...
On November 1, 2016, the Company acquired Tobira Therapeutics, Inc. (“Tobira”), a clinical-stage biopharmaceutical company focused on developing and commercializing therapies for non-alcoholic steatohepatitis (“NASH”) and other liver diseases for an acquisition accounting purchase price of $570.1 million, plus contingent consideration of up to $49.84 per share in contingent value rights (“CVR”), or up to $1,101.3 million, that may be payable based on the successful completion of certain development, regulatory and commercial milestones (the “Tobira Acquisition”), of which $303.1 million was paid in the nine months ended September 30, 2017. The CVR had an acquisition date fair value of $479.0 million. The acquisition added Cenicriviroc and Evogliptin, two differentiated, complementary development programs for the treatment of the multi-factorial elements of NASH, including inflammation, metabolic syndromes and fibrosis, to Allergan's global gastroenterology R&D pipeline"
https://www.sec.gov/Archives/edgar/data/1578845/000156459017020864/agn-10q_20170930.htm (Page 23)
Notice:
IPR&D valued at 1,357 mils = $1.357 billions!!!
*** They only generated $1 mil per year in revenue! ***
https://seekingalpha.com/filing/3179433#TBRA-10Q_20160630_HTM_ITEM_1_FINANCIAL_STATEMENTS_UNAUDITED
https://seekingalpha.com/filing/2780320#TBRA-10K_20151231_HTM_ITEM_6_SELECTED_FINANCIAL_DATA
"We currently generate no revenue from product sales, and we may never be able to commercialize CVC or other future product candidates. We do not currently have the required regulatory approvals to market CVC or any other future product candidates, and we may never receive them."
The acquirer bought their debt as well:
Indebtedness = (15.9) mils = AGN paid for their loan balance too.
... fast forward 1 year...still shows mixed results in mid-stage trial:
https://seekingalpha.com/news/3297084-allergans-cenicriviroc-shows-mixed-results-mid-stage-nash-study
at the moment ... AGN still hasn't pocketed $1 dollar from the deal yet!
It's all about the "future addressable market" of the tech!
So don't underestimate the value of IPR&D:
https://www.pwc.com/us/en/cfodirect/publications/mergers-accounting/mergers-acquisitions-a-snapshot-acquiring-a-company-with-significant-in-process-research-and-development-iprd-activities-whats-next.html
'Those “in-process” research and development (IPR&D) activities can have significant value and, therefore, drive a significant component of the acquisition price."
but...BEARs will say it's not the same you know ... AMDA isn't BIOTECH ... blah blah blah...please see the next one ... Boston will love it...
======================
In 2002, Medtronic acquired Spinal Dynamics Corp. for $270 mils (NO FDA approval & only generated $5 mil revenue yearly based on Boston's blog):
http://www.rubbernews.com/article/20020708/ISSUE/307089996/medical-device-manufacturer-to-buy-spinal-dynamics-corp
... and 7 years later...they got FDA approval ... WTF
http://wwwp.medtronic.com/Newsroom/NewsReleaseDetails.do?itemId=1244730407543&lang=fr_CH
http://www.southsoundneurosurgery.com/spine-bryan.html
& check the IPR&D value back then:
IPR&D valued at $114.2 millions & was acquired for $270 millions back 15 years ago - addressable market for the tech was tiny too plus 7 years of time & more clinical trials expenses - to get FDA approval afterward)!
https://www.sec.gov/Archives/edgar/data/64670/000110465904006585/a04-3058_110q.htm (Page 8)
So IPR&D valuation isn't just for Biotech companies!
More IPR&D acquisition valuation examples in PFIZER 3rd Quarter ER:
https://www.sec.gov/ix?doc=/Archives/edgar/data/78003/000007800317000049/pfe-10012017x10q.htm
=====================
Strykers recently acquired this company with only one type of product:
https://www.businesswire.com/news/home/20171024006585/en/VEXIM-Acquired-Stryker-Corporation
https://us.vexim.com/investors/
BO price = 10 X their revenue = 183 mils EURO.
FDA clinical data & FDA submission = 2018 or 2019 (NOT YET APPROVE IN THE USA!!!)
&
AMDA is a biomaterial company. Their magical Si3N4 tech can penetrate many type of sectors (Spines, Knees, Hips, Dental, 3D Printing, Metal Brazing, Non-Medical Applications)...In addition, Japan Clearance + Huge Deals coming, Pending CFDA (a couple 100K units deal signed), plus 200mils + NOL (accumulated tax loss), etc...
I believe the BO valuation will be interesting & I can't wait to read the details of the deal. These guys will make sure the BO price will be fair & square:
https://fintel.io/so/us/amda
So I am not stressing out (over the BS slinging from BEARs) ... that the tech will be stolen for cheap! It can't be cheaper than the paid-in capital:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)
https://www.business-case-analysis.com/paid-in-capital.html
Also, their IPR&D valuation should be enormous based on the addressable market potential. Check Boston's blog to see crazy addressable market size of the tech in details. Just google ... you will find the same public info Boston found.
BULLs, use your "greedy" imagination for the BO price!
=====================
Wink @ BLUE POPEYES:
Warum versteckst du dich wie eine Ratte?
am meisten zwielichtiger Charakter!
Static type of Forum (i.e. IHUB) = Spreading FAKE BK article using stealth aliases to aid the attack on the share price.
Streaming type of Forum = INDIRECTLY spreading F.U.D. like "dilution coming", "BK", "Going Private"? all false rumors...
Can you please post the FAKE BK article again in the mainstream? Please help the SEC out:
https://www.sec.gov/news/press/2008/2008-64.htm
https://www.sec.gov/news/press-release/2017-176
https://www.bloomberg.com/news/articles/2016-05-17/wall-street-faces-new-front-for-lawsuits-after-top-court-ruling
So be careful when you spread false rumors that AMDA is going BK or going Private to help you to manipulate price!
What is a BK company looks like?
https://www.businesswire.com/news/home/20171212005551/en/Dextera-Surgical-Files-Chapter-11-Bankruptcy-Signs
https://www.sec.gov/Archives/edgar/data/1178104/000143774917018897/crdc20170930_10q.htm:
1. Total stockholders' deficit $(8,291) <<< NEGATIVE (page 2)
2. Revenue = $694K = Basically close to no income (page 3)
3. Net loss $(3,537) <<< $3.537 mils loss per quarter w/ NO income! (page 4)
4. "expects to incur losses for the next several years." (page 8)
5. https://www.sec.gov/cgi-bin/browse-edgar?CIK=dxtr&owner=exclude&action=getcompany
*** search item 3.01...you will see tons of NASDAQ delisting warnings regarding the stock equity issue ***
6. etc...more in their SEC filings
Here is the link to the docket files of DXTR BK case (read their motions, you will see many reasons for them to file BK case):
http://www.omnimgt.com/mobile/documents?clientId=2402&tagid=974
*** AMDA has no ground to file any type of BK cases w/ BK courts!!! ***
==========================
Now let's talk about "dilution" ... F.U.D. by BEARs:
1. S-3 = ineligible for many months due to NT 10-K Filed (WILL NOT HAPPEN)
2. S-1 = takes 40+ days = by the time CASH in the coffer = almost early Feb 2018! ... but Hercules last payment due by Jan 1st, 2018! Aren't the BEARs have been waiting for the S-1 from Sonny since the late Qs filed (Nov 1st)? LMAO! (WILL NOT HAPPEN)
3. Ah...a joke ... maybe Sonny will put some shares in a basket & put up a tent at the flea market & sell these shares to people at the flea market for quick cash? SMH! (WILL NOT HAPPEN)
4. Private Placement = running out of time as well ... also, this is protected by "anti-dilution 20%" rule from SEC:
https://media2.mofo.com/documents/faqsthe20percentrulenonregisteredsecurities.pdf
20% or over = shareholders voting require = 30 days to set up the vote!
19% of 3 mil shares = less than 600K shares
So 600K X $2.50 (this is the BEARs' pipe dream!) = $1.5 mils (NOT enough to pay Hercules $1.6 mils loan end fee plus $500K amount of last payment of the loan.) (WILL NOT HAPPEN)
Hence, there is only one way that works...
5. Exercise Warrants (3 scenarios) for M&A events:
a. M&A news before Jan 1st, 2018 = $15 mils in the coffer instantly from warrants exercise full price. Enough $$$ to wrap things up & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado.
b. M&A after Warrants Exercise = Desperate move by Sonny (I highly doubt he will give discount to them)...50% MAXIMUM discount from the original exercise price of $6.50 & $12.60...please see the image below for the details of calculations...all data pulled from AMDA 3rd Quarter Financial Statement & past offering filings:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm (Page 3)
https://imgur.com/a/GASqs
c. The deal includes Indebtedness (Hercules + Sonny LLC) like the TBRA example i showed above. Warrants Exercise while the deal is being closed.
*** Time is running out for the BEARs! ***
=======================
Where Sonny gonna go or do after AMDA acquisition? I don't care...that is his life...all I care is when he will announce the M&A news...He is a smart dude. He should have big plans for himself. Best fit = Scientist Job at Zimmer to oversee all products development related to Si3N4 biomaterial w/ interesting compensation packages.
What about Zimmer president of Spine? Sonny, Dana, Longs, the DOB (Directors of Bashing) Blue Popeyes, Doyourdd, M7948, and at el ... or hire someone from the street... like their new CEO. Doesn't really matter anyway...won't change the fact that Zimmer is acquiring Si3N4 tech because they need the tech to help them to grow their business ...6 plus years of testing on the tech (using AMDA's $$$) & 6 plus years of planning as well. IT'S A MUST HAVE FOR ZIMMER!
======================
My observations on share price:
First, paint the chart to make it looks like a POS ticker (deter 90% of buyers/flippers/traders) ... the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 4.5 millions fully diluted shares (which is directly connected to the payout per share in the event of M&A ... derive from total BO valuation). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short positions & extra shares to cash out on M&A event).
====================
Strategically for both Zimmer & AMDA:
M&A deal can be announced this month & will be closed next month (majority deals take minimum 30+ days to close). Japan clearance could be here by the time the deal closes or even during the deal is being closed. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institutions investor off. Hurry up & pull the trigger Zimmer!
* Retail investors only care about when the deals announcement to cash out *
I am banking big on my ATM machine = Zimmer ... that they need the super biomaterial Si3N4 tech badly!
It's a win-win-win-win situation for Zimmer, AMDA, AMDA retail investors & unfortunate patients out there:
It's all about SYNERGY! 1. One has the tech, 2. one has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors to cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial types!
=======================
My risk & reward mentality:
In the event of M&A (99% chance...we need the last 1% which is the announcement to confirm the M&A), the BEARs will be game over! In the event of BK (Hercules is about to get paid off in 11 more calendar days...so 0%, ZERO, NIL, NULL chance), the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment!
====================
Long & Strong until M&A day
DON'T feed the BEARS
HOLD tight to your shares
STEAL the cheap shares that they use to paint the chart
BEARs play mind games on BULLs like Harry S. Truman's Quote:
"If you can't convince them, confuse them."
The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid? Also, REAL BULLs should beware of FAKE Bulls that play the role of "victim" of the the company! Toying the emotions & sentiments of the REAL BULLs! Promote other tickers = telling the retail investors to sell AMDA shares & invest elsewhere ... good try...good try...randoms act of kindness again...wink*
This is the way I interpret all the BEARs BS spinning:
1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!
2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!
Hello BULLs! My DDs, opinions & thoughts again...
My last post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136819054
========================
Commonsensically:
As they already signed the LOI back in 2015 = FRIENDLY deal = Mutually & Happily work together to ensure the M&A deal goes through smoothly w/o hiccups and to prevent issues (like regulatory investigations from SEC, DOJ, FTC, etc...) arise after the completion of the acquisition (this is a BIG NO NO for any acquirer!)
& first, let see the steps in any M&A process in a big picture:
http://www.dummies.com/business/corporate-finance/mergers-and-acquisitions/steps-of-the-ma-process/
AMDA current M&A story...
"#8. Ask for or submit a letter of intent (LOI)." (signed back in 2015)
"#9.Conduct due diligence.
In the due diligence phase, Buyer examines Seller’s books and records to confirm everything Seller has claimed."
*** The books must be accurate & clean ***
The error/errors that Zimmer audit teams found was quite important & it has a huge differentiation on the EPS in compare to the EPS booked on the Original 10-K (the restatement 8-K shows 40% plus in improvement).
You bet BIG Zimmer obviously has its resourceful tax teams, legal teams, etc... to consult & to provide feedback as well as solutions to little AMDA (a nano-cap company with limited resource) on any error/errors they happen to find during the M&A due diligence process & make sure to have these found error/errors fixed prior to announcing the deal.
=======================
The 8-K restatement they filed (item 4.02):
https://www.sec.gov/Archives/edgar/data/1269026/000149315217014469/form8-k.htm
was actually step 1 of 2 from the countermeasure tactic to stay off "the SEC investigation target list!":
Stealth Restatements = BIG RED FLAG FOR SEC TO INVESTIGATE!
The impact of stealth restatements should not be underestimated. If a company chooses to pursue a stealth restatement strategy, the financial restatement may be accomplished without filing an amended
quarterly or annual report for the affected quarter or year, or without first announcing the restatement on Form 8-K under Item 4.02. In conducting M&A diligence, an acquiror must be aware of this type of restatement strategy and should actively search for occurrences of “stealth restatements” by the target.
For example, a target may have:
• Restated its financial statements in a regularly scheduled 10-K or 10-Q without amending the affected 10-K or 10-Q;
• Restated its financial statements in a regularly scheduled 10-K or 10-Q without otherwise disclosing the restatement in a Form 8-K, Item 4.02 filing; or
• Filed a regularly scheduled 10-K or 10-Q late without citing the restatement as a reason for the delay and then restating its financial statements in a later 10-K or 10-Q filing.
https://www.foley.com/files/Publication/f63d5f33-d37f-48e9-b86d-d9ba83994df0/Presentation/PublicationAttachment/beaef1b6-2c36-465f-a74c-da2799730947/deal%20lawyers11-10.pdf
"stealth statement" = chance of investigations from SEC = A BIG NO NO to any acquirer!
So they fix the "stealth statement" issue by filed the 10-K/A the next day (step 2 of 2):
"This Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing including our Current Report on Form 8-K filed with the SEC on December 11, 2017, wherein we disclosed under Item 4.02 that the Company will restate the audited consolidated financial statements contained in its annual report on Form 10-K for the year ended December 31, 2016, as well as the unaudited condensed consolidated financial statements contained in its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2016, March 31, 2017, June 30, 2017, and September 30, 2017, and that the consolidated financial statements contained in these reports should no longer be relied upon. Except as reflected herein, the Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events, including the pending restatement described above, which occurred at a date subsequent to the filing of the Original Filing."
https://www.sec.gov/Archives/edgar/data/1269026/000149315217014478/form10-ka.htm
No "stealth statement" = being transparent & truthful = passes the SEC investigation "sniff" tests:
"However, in the recent years after Sarbanes-Oxley, that trend has reversed and companies that are transparent with their disclosure not only face a reduced likelihood of government enforcement, but also smaller penalties when they are sanctioned. This is likely a result of the SEC’s desire to discourage stealth restatements, while
also encouraging companies to be candid and thorough when deciding a restatement strategy."
https://www.foley.com/files/Publication/f63d5f33-d37f-48e9-b86d-d9ba83994df0/Presentation/PublicationAttachment/beaef1b6-2c36-465f-a74c-da2799730947/deal%20lawyers11-10.pdf (same link)
Someone knew it was a "smoking gun" when they saw the combinations of the 8-K (Item 4.02) & the 10-K/A filings (backed by mountain of evidences of "M&A in the making" DDs ... yet pending announcement). Ever wonder why there was a price movement 2 days ago (on the day the 10-K/A filed)? Could be the BEARS bought shares (sneakily cover short positions & of course they will hide their actions = keep bashing & manipulate share price to cover more! Dress the chart = POS again) or could be some smart BULLs that knew the importance of these 2 filings = M&A about to be announced very soon:
"This study investigates the role of financial reporting quality in merger and acquisition (M&A) deals that are ultimately terminated, (i.e., go bust). If a target is a U.S. publicly-traded company, an acquirer’s initial assessment of the potential benefits associated with the acquisition of the company is based on publicly available information. Generally, the acquirer obtains limited private information from the target prior to announcing the deal, but engages in transactional due diligence after signing the acquisition agreement to affirm that the financial reporting warranties made by the target are accurate. We construct a low quality financial reporting score based on measures prior research identifies as being associated with less-reliable, less-relevant, and less precise financial reporting. We find that acquirers offer higher premiums for targets with low quality financial reporting. However, we also find that low quality financial reporting increases the likelihood of deal renegotiation, and contributes to the probability of deals going bust. We document that failed targets are more likely to restate their financial statements after the announcement of the deal, supporting our conjecture that low quality financial reporting contributes to deals being terminated. Our research provides new insights into the capital market consequences of financial reporting quality and identifies a new determinant of financial statement restatements."
https://www.researchgate.net/publication/228283210_Target_Financial_Reporting_Quality_and_MA_Deals_that_Go_Bust
* Failed target = Financial Report Restatement AFTER = risk of SEC investigations!
* No-hiccup deal = Financial Report Restatement 8-K (item 4.02) + Amendments (10-K/A, 10-Q/A) = accurate, transparent & truthful! = off the radar of investigations from SEC = smooth deal = acquirer loves it!
==============================
EXAMPLE:
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001029506&type=&dateb=&owner=exclude&start=40&count=40
Ticker = RAH
Background of the Merger (Page 23 to page 29):
https://www.sec.gov/Archives/edgar/data/1029506/000119312512518230/d449072ddefm14a.htm#toc449072_33
*** Starts talking from February 23, 2011 to deal announced on November 26, 2012 = $5 billions annual revenue = multi-billion market cap company = complicated books = tons of audits / reviews / restatements in compare to AMDA's tiny book! ***
Fiscal Year Start Month = October
NT 10-K = 2011-11-30
10-K = 2011-12-14
10-Q = 2012-02-09 (1st Quarter)
8-K (Item 4.02) = 2012-05-07
https://www.sec.gov/Archives/edgar/data/1029506/000119312512214825/d348435d8k.htm
NT 10-Q = 2012-05-07 (2nd Quarter)
8-K (Item 4.02) = 2012-06-13
https://www.sec.gov/Archives/edgar/data/1029506/000102950612000018/form8-k.htm
NT 10-Q = 2012-08-10 (3rd Quarter)
10-K/A = 2012-09-12
10-Q/A = 2012-09-12 (1st Quarter)
10-Q = 2012-09-12 (2nd Quarter)
10-Q = 2012-09-12 (3rd Quarter)
10-Q/A = 2012-09-14 (2nd Quarter)
10-Q/A = 2012-09-14 (3rd Quarter)
8-K = M&A announcement = 2012-11-29
From the above example, you can see the M&A news announced sometimes after all the 10-Q/A (for Q1, Q2, Q3) released. This is what the BIG BEARs are betting on! They think "we still have plenty of time to manipulate share price & steal shares from the retail investors".
BEARs, don't be happy too soon yet... Sonny might announce the M&A news earlier than you BEARs thought:
1. AMDA's book is very simple, thin & straight forward = the 10-Q/As can be out anytime, then follow the 8-K M&A news.
2. I have read through many M&A deals. There were cases of M&A 8-Ks announcement on the same day the Financial Statements (10-K, 10-Q) and/or Amendments (10-K/A, 10-Q/A) is/are released. See below example:
https://www.sec.gov/Archives/edgar/data/1270400/000110465913008345/0001104659-13-008345-index.htm (Upper Left Corner = Filing Date = 2013-02-07 = 8-K M&A news)
https://www.sec.gov/Archives/edgar/data/1270400/000127040013000015/0001270400-13-000015-index.htm (Filing Date = 2013-02-07 = 10-K)
https://www.sec.gov/Archives/edgar/data/1270400/000127040013000021/0001270400-13-000021-index.htm (Filing Date = 2013-02-07 = 10-K/A)
========================
2nd Example:
Ticker = WGBS
10-Q = Filed on 2016-05-12 16:04:57 (After Hours)
https://www.sec.gov/Archives/edgar/data/1368993/000136899316000104/0001368993-16-000104-index.htm (UNAUDITED 10-Q)
*** the Qs don't have to be fully audited in order to announce the M&A 8-K news ***
8-K = M&A news = Filed on 2016-05-13 06:00:20 (Pre-market Next Day)
https://www.sec.gov/Archives/edgar/data/1368993/000136899316000106/0001368993-16-000106-index.htm
=======================
3rd Example:
Ticker: VWR
10-Q = Filed on 2017-05-05
https://www.sec.gov/Archives/edgar/data/1412232/000141223217000056/0001412232-17-000056-index.htm (UNAUDITED 10-Q)
8-K = M&A news = Filed on 2017-05-05
https://www.sec.gov/Archives/edgar/data/1412232/000119312517160891/0001193125-17-160891-index.htm
=========================
Boston, this part is to answer your questions:
1. They disclosed the Executive Compensations as I expected (10-K/A or DEF 14A)
*** TERP ticker w/ M&A event disclosed their Executive Compensations on Dec 5th, 2016 on their 10-K) ... my previous posts showed the details ***
a. Proves that Sonny doesn't have STEEL balls = not dare to go over 365 calendar days = SEC, Delaware Laws, Securities Laws, etc violations.
b. The 10-K/A filed = 1 stone kills 2 birds (Exe. Compensations Disclosure & FIXED "stealth statements" SEC violations = will not trigger investigations = will not complicate the M&A deals up)
2. We already missed the last day (Dec 8th) to file DEF 14A to host annual meeting for this year. Also, I highly doubt they will file DEF 14A to have the annual meeting anyway...I am expecting to see DEFM14A (to vote on M&A after news announce) anyway. Even though, if they do file the DEF 14A is normal too...I have seen tons of weird filings events from my big set of examples of 1600 tickers (1100 non-M&A tickers & 500 M&A tickers.)
3. On the recent 10-K/A:
"The Class III directors are B. Sonny Bal, M.D. and Jeffrey S. White, and their terms will expire at the annual meeting of stockholders to be held in 2017."
At this moment, technically their terms are already expired...since it's too late to have an annual meeting this year. You won't be surprised at all after you see the example below:
Ticker = AIQ
Every year, they had annual meeting:
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000817135&type=DEf+14a&dateb=&owner=exclude&count=40
but not this year due to M&A event, so they only had DEFM14A this year
10-K = 2017-03-10
8-K = M&A news = 2017-04-11
10-K/A = 2017-05-01 (Executive Compensations Disclosure) &
"Incumbent Class I Directors serving for a term expiring in 2017" = 3 of them (on Page 5) = closing shop, why bother to vote on next term.
https://www.sec.gov/Archives/edgar/data/817135/000119312517152005/d299037d10ka.htm
No Annual meeting this year & replaced with:
DEFM14A = special meeting to vote on M&A = Filed on 2017-07-14
I have quite a few more examples too...but to cut my post shorter...1 example is enough.
====================
Now let's talk about "dilution" ... F.U.D. by BEARs:
Wink @ BLUE POPEYES:
Warum versteckst du dich wie eine Ratte?
am meisten zwielichtiger Charakter!
Static type Forum (i.e. IHUB) = Spreading FAKE BK article using stealth aliases
Streaming type Forum = INDIRECTLY spreading F.U.D. like "dilution coming" by posting info. of AMDA's previous & current MMs = Doesn't have the "pairs" to directly say it = NDA signed? Scare that SEC is watching? SMH!
1. S-3 = ineligible due to NT 10-K Filed
2. S-1 = takes 40+ days = by the time CASH in the coffer = almost end of FEB 2018! ... but Hercules last payment due by Jan 1st, 2018! Aren't you BEARs have been waiting for the S-1 from Sonny since the late Qs filed? LMAO!
3. Ah...maybe Sonny will put some shares in a basket & put up a tent at a flea market & sell these shares to people at the flea market for quick cash? SMH!
4. What about M&A announcement = $15 mils in the coffer instantly from warrants exercise. Enough $$$ to wrap things up & close the books after M&A completion. Pack up & go to Zimmer's new Spine HQ in Colorado. You can find all these details DDs from Boston (another die hard long RETAIL investor like myself):
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136777723
Does SEC prevents retail investors from working together, sharing their DDs to defend their investments (hard earned $$$)? Last I checked...Totally legal! That is why my posts ALWAYS have tons of links for readers to verify information I posted. I don't throw BS!
===================
My observations on share price:
First, paint the chart to make it looks like a POS ticker (deter 90% of buyers/flippers/traders) ... the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 4.5 millions fully diluted shares (which is directly connected to the payout per share in the event of M&A). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short positions & extra shares to cash out on M&A event).
====================
Strategically for both Zimmer & AMDA:
M&A deals can be announced this month & will be closed next month (majority deals take minimum 30+ days to close). Japan clearance could be here by the time the deal closes or even during the deal is being closed. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institutions investor off. Hurry up & pull the trigger Zimmer!
* Retail investors only care about when the deals announcement to cash out *
I am banking big on my ATM machine = Zimmer ... that they need the super biomaterial Si3N4 tech badly!
It's a win-win-win-win situation for Zimmer, AMDA, AMDA retail investors & unfortunate patients out there:
It's all about SYNERGY! 1. One has the tech, 2. one has vast resources to unlock the potential of the tech to its fullest = $$$! 3. Happy retail investors to cash out on big capital gain later! 4. The unfortunate patients out there that being harmed by other inferior biomaterial types out there!
=======================
My risk & reward mentality:
In the event of M&A (99% chance...we need the last 1% which is the announcement to confirm the M&A), the BEARs will be game over! In the event of BK (Hercules is about to get paid off in 16 more calendar days...so 0%, ZERO, NIL, NULL chance), the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment!
&
Strykers recently acquired this company with only one type of product:
https://www.businesswire.com/news/home/20171024006585/en/VEXIM-Acquired-Stryker-Corporation
https://us.vexim.com/investors/
BO price = 10 X their revenue = 183 mils EURO.
FDA clinical data & FDA submission = 2018 or 2019 (NOT YET APPROVE IN THE USA!!!)
&
AMDA has Spines, Knees, Hips, Dental, 3D Printing, Metal Brazing, Non-Medical Applications, Japan Clearance + Deals coming, Pending CFDA (a couple 100K units deal signed), plus 200mils + NOL (accumulated tax loss), etc...
BULLs, use your "greedy" imagination for the BO price!
====================
Long & Strong until M&A day
DON'T feed the BEARS
HOLD tight to your shares
STEAL the cheap shares that they use to paint the chart
BEARs play mind games on BULLs like Harry S. Truman's Quote:
"If you can't convince them, confuse them."
The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid? Also, REAL BULLs should beware of FAKE Bulls that play the role of "victim" of the the company! Toying the emotions & sentiments of the REAL BULLs!
This is the way I interpret all the BEARs BS spinning:
1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!
2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!
Continues from:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136789837
====================
Today's restated filing shows 2 important points:
1. The errors they fixed shows huge EPS improvement vs. 2016!
minus $1.42 (9-month ended 2017) vs. minus $15.21 (9-month ended 2016)
*** will make Zimmer's proforma EPS looks pretty later (least impact) ***
2. LOI signed, Fair Price Measurements done, Impairments Checked done, etc...
This looks like the last step before the deal announcement...Details check on the Financial Statements to locate errors in the filings & make sure the Financial Statements are ACCURATE.
IT'S ALL ABOUT ACCURACY! It looks like acquirer (Zimmer)'s Professional Financial Audit Teams already looked into AMDA' statements in details & found these tiny errors & notified AMDA's auditing team to fix them. Find & fix all these little errors prior to announcing the deal is important to make sure the deal goes thru. smoothly once announced. AMDA's Financial Statement is very simple & straight forward. Doesn't take much efforts for big audit teams from Zimmer to locate tiny errors & these errors can be quickly fixed.
"This study investigates the role of financial reporting quality in merger and acquisition (M&A) deals that are ultimately terminated, (i.e., go bust). If a target is a U.S. publicly-traded company, an acquirer’s initial assessment of the potential benefits associated with the acquisition of the company is based on publicly available information. Generally, the acquirer obtains limited private information from the target prior to announcing the deal, but engages in transactional due diligence after signing the acquisition agreement to affirm that the financial reporting warranties made by the target are accurate. We construct a low quality financial reporting score based on measures prior research identifies as being associated with less-reliable, less-relevant, and less precise financial reporting. We find that acquirers offer higher premiums for targets with low quality financial reporting. However, we also find that low quality financial reporting increases the likelihood of deal renegotiation, and contributes to the probability of deals going bust. We document that failed targets are more likely to restate their financial statements after the announcement of the deal, supporting our conjecture that low quality financial reporting contributes to deals being terminated. Our research provides new insights into the capital market consequences of financial reporting quality and identifies a new determinant of financial statement restatements."
https://www.researchgate.net/publication/228283210_Target_Financial_Reporting_Quality_and_MA_Deals_that_Go_Bust
=================
Long & Strong until M&A day
DON'T feed the BEARS
HOLD tight to your shares
STEAL their cheap shares
BEARs play mind games on BULLs like Harry S. Truman's Quote:
"If you can't convince them, confuse them."
The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid?
This is the way I interpret all the BEARs BS spinning:
1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!
2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!
==================
Wink @ BLUE POPEYES:
Warum versteckst du dich wie eine Ratte?
am meisten zwielichtiger Charakter!
===================
Continues last post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136610554
===================
First off ...the PROFESSIONAL BEARS (ones w/ access to more info. than the retail investors) manipulate share price while they spin all sorts of BS (even paid someone to create fake BK article...I hope the SEC look into this) on public message forums to attack the emotions of the retail investors in the hope that the retail investors will give up their shares to them. No matter what they do, they can't change the FACT that Zimmer is about to acquire Si3N4 tech. Also, they can't change the SIZE of the bucket that holding the total amount of shares ... which is about 4.5 millions fully diluted shares (which is directly connected to the payout per share in the event of M&A). All they can do is looting the shares from the weak hands like Jack, Joe, Jones, John, Jill, Jane, etc...& tuck these stolen shares into their accounts (to fix naked positions, short position & extra shares to cash out on M&A event). Randomly, M&A between Zimmer & AMDA can be the announced any moment now ... In the event of M&A (99% chance...we need the last 1%which is the announcement to confirm the M&A), the BEARS will be game over! In the event of BK (Hercules is about to get paid off in 20 more calendar days...so 0%, ZERO, NIL, NULL chance), the BULLs will be game over (0% chance). I just love the odd of risk & reward in this investment! M&A announcement = $15 mils CASH to the coffer from warrants exercise...plenty of $ to wrap things up ... so BEARs, you are better watch out!
=========================
Zimmer lost about $5 billions market cap in the last 2 quarters because they booked crappy quarterly results (obviously, they will book another crappy result this quarter as well). Two days ago, analysts downgraded their rating to strong sell:
"Zimmer Biomet (ZBH) Lowered to “Strong Sell” at Zacks Investment Research"
https://ledgergazette.com/2017/12/08/zimmer-biomet-holdings-inc-zbh-stock-rating-lowered-by-zacks-investment-research.html
1. Boston blog already laid out the details of how AMDA's tech will help Zimmer in many fronts & the tight connections between Zimmer & AMDA behind the curtain:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136777723
In addition, the BEARS keeps saying no ones wants AMDA' Si3N4 tech...Like K2M, Medtronic and Nuvasive looked at it & passed (there again, they don't dare to bring up ZIMMER) ..LMAO.. These competitors HAVE ZERO CHANCE to lay their hands on the tech even though they are drooling over the tech! AMDA is Zimmer's little "b*tch" (technically) & only to Zimmer....
* planted surgeons to oversee the clinical trials
* planted executives, directors, BOD members in the AMDA
* planted VP sales to set up purchasing contracts & set up sale channels prior to acquiring AMDA's tech
* etc.
Shady Zimmer leashed AMDA's tech up by using 2 protection layers:
a. Hercules 3-year long loan term (which is about to get paid off by Jan 1st, 2018 = no more protection = open up to hostile takeover wars)
b. Anonymously signed the LOI with AMDA (holds the first spot to have the right to acquire AMDA' Si3N4 tech before others)
While they remotely using AMDA's retail investors $ to help them to validate the medical grade Si3N4 tech (at this moment the tech is 100% clinically proven safe and sound & yield superb results)...I won't blame Zimmer at all...it's the game that play by all big companies out there anyway. All the retail investors just need Zimmer to pay up & at a fair price in order for them to own the tech to help them to gain market shares using many product lines based upon superior Si3N4 tech in compare to PEEK, ZTA, TITANIUM, etc ... Zimmer desperately needs AMDA' Si3N4 tech to help them to grow & show good quarterly results to regain the confidence of analysts & their investors (which mostly are big banks, funds, etc).
&
2. Of course the weird, strange in their SEC filings this year...& even now, there won't be an annual meeting (together w/o executive compensations disclosure so far this year). Here are some more examples of companies that had M&A events & they skipped the annual meeting event, then replaced w/ special meeting (DEFM14A) to vote on the deals:
Ticker = FDML
Fiscal Year Starting Month = Jan
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001419581&type=&dateb=&owner=exclude&start=0&count=40
10-K = 2016-02-29 (Page 102 = No Exe. Compensations Disclosure)
10-K/A = 2016-04-29 (Executive Compensations Disclosure)
DEF 14A = N/A = no annual meeting for 2016
8-K (M&A) = 2016-09-07:
"On September 6, 2016, Federal-Mogul Holdings Corporation, a Delaware corporation (the “Company”), American Entertainment Properties Corp., a Delaware corporation (“AEP”), and IEH FM Holdings LLC, a Delaware limited liability company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub will commence a cash tender offer (the “Offer”) to acquire, subject to the terms and conditions of the Merger Agreement, all of the issued and outstanding shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), not already owned by Merger Sub and its affiliates, for a purchase price of $9.25 per share, net to the seller in cash (the “Offer Price”), without interest, less any applicable tax withholding."
8-K = 2017-01-06 (Failure to hold an annual meeting warning letter from Nasdaq):
"the Company ultimately failed to hold an annual meeting during the 2016 fiscal year in violation of NASDAQ Listing Rules 5620(a) and 5810(c)(2)(G)."
No DEFM14A = Tender Offer M&A deal.
Form 25-NSE = 2017-01-23 (Voluntarily to remove listing on Nasdaq)
Previous years DEF 14A filings to host annual meeting:
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001419581&type=DEF+14a&dateb=&owner=exclude&count=40
*** You wont' see DEF 14A in the year of 2016 ***
==========================
Ticker = CTCM
Fiscal Year Starting Month = Jan
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001354513&type=&dateb=&owner=exclude&count=40
10-K = 2015-03-05 (Page 81 = No Exe. Compensations Disclosure)
10-K/A = 2015-05-01 (Executive Compensations Disclosure)
DEF 14A = N/A = no annual meeting for 2015
8-K M&A = replaced by DEF 14A on 2015-11-17 (to schedule M&A voting & announce M&A as well - very weird to see this type of filing):
"In the merger, each outstanding share of our common stock (other than shares of our common stock held by stockholders who have properly demanded appraisal rights under the DGCL with respect to such shares, if any, and shares of our common stock owned by the Telcrest or by our Company or any of its direct or indirect wholly owned subsidiaries) will be converted into the right to receive the per share merger consideration in cash, without interest, less any applicable withholding taxes. The merger consideration will be between $1.77 and $2.19 per share in cash. The minimum merger consideration of $1.77 per share reflects the maximum potential reduction in the purchase price adjustment pursuant to the terms of the sale agreement, and the actual amount of such consideration will depend on the operating performance of our business during the second half of 2015 and the anticipated cash reserves that will be appropriate in light of potential liabilities at the time of closing. If our available cash at the effective time of the merger is insufficient to distribute merger consideration of at least $1.77 per share, we will resolicit stockholder approval for the proposed transactions. Otherwise, we may consummate the sale and the merger if our board of directors determines that all applicable conditions have been satisfied and the merger consideration is at least $1.77 per share."
https://www.sec.gov/Archives/edgar/data/1354513/000104746915008724/a2226638zdef14a.htm#cl77401_proposal_2_#151;the_merger (On Page 92)
8-K = 2016-01-20 (Failure to hold an annual meeting warning letter from Nasdaq):
"On January 13, 2016, CTC Media, Inc., a Delaware corporation (the “Company”), received a letter from the staff of the Listings Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it has determined to initiate procedures to delist the Company’s securities because of the Company’s failure to hold a 2015 annual meeting of stockholders by December 31, 2015. As a result of such failure, the Company does not comply with Nasdaq Listing Rule 5620(a) with respect to the annual meeting requirements for continued listing on Nasdaq."
https://www.sec.gov/Archives/edgar/data/1354513/000110465916090635/a16-2635_18k.htm
Previous years DEF 14A filings to host annual meeting:
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001354513&type=DEF+14A&dateb=&owner=exclude&count=40
*** the DEF 14A on 2015 was actually an 8-k M&A & M&A voting special meeting schedule combination = very strange type of filings ***
Form 25-NSE = 2016-08-01 (Voluntarily to remove listing on Nasdaq)
===============================
As you can see #1 above shows how Zimmer is so ready to snap up Si3N4 tech & #2 above shows the timing is any moment now...not like the desperate BEARs spinning = it willl be another 100 years later ...good try though BEARs!
=================
In Japan (Boston blogs & my previous posts shows their relationship as) :
<=1=> AMDA <=2=> NGK owns 30% of PMDM <=3=> ZIMMER KK <=1=>
AMDA signed a big deal (couple 100K units) w/ China Ortho giant Weigao pending CFDA. Why don't they sign the same type of deal w/ the MAH in Japan while they wait for clearance? The link below will show some info. regarding the Japan processes:
https://www.jtp.co.jp/en/sv/en-life-sciences/medical/sp-pmdl/howtoapply/
Logically:
NGK will plays a role of manufacturer (cheaper & cost-efficient since they already have relationships w/ Zimmer via PMDM). What about MAH (similarly like the distributor Weigao in China)? Why there is no deal sign? Why there is no disclosure of the MAH? Do you recall the anonymous party that signed the LOI in 2015? Who is hiding under the rock again??? Ola Zimmer!
Links below show deals can be signed pending Japan clearance:
In June, CSI submitted a Shonin application to Japan’s Pharmaceuticals and Medical Devices Agency (PMDA) for approval of its Diamondback 360 Coronary OAS Micro Crown to treat severely calcified coronary arteries.
"Cardiovascular Systems, Inc. Signs Distribution Agreement with Medikit Co., Ltd. for Japan"
https://www.businesswire.com/news/home/20161114005172/en/
(November 14, 2016 06:00 AM Eastern Standard Time)
*** June 2016 = Submitted App. & November 2016 = Signed deals ***
&
"Cardiovascular Systems Receives U.S., Japanese Approvals for Diamondback 360 Coronary Micro Crown"
https://www.mpo-mag.com/contents/view_breaking-news/2017-04-11/cardiovascular-systems-receives-us-japanese-approvals-for-diamondback-360-coronary-micro-crown/
*** April 2017 = Approval ***
Again...as you can see there is no restriction to sign deals pending approval in Japan, they are withholding the deals signing & the disclosure of MAH in Japan for some good reason like the company that signed the LOI back in 2015! "No leaking" tactic ... not until the last moment = which is anytime now. Come out and play Zimmer & stop hiding! .... Don't forget the $189 mils loan Zimmer signed back in late September 2017 with Japanese Bank in 21 Bil Zen Dollars (more like to prepare for huge operations expansion in Japan)
Japan approval is around the corner folks:
https://www.emergogroup.com/blog/2016/08/japanese-mhlw-takes-steps-toward-aligning-iso-134852016-its-own-qms-requirements (QMS process requires ISO version 2016)
https://twitter.com/AmedicaCorp (shows ISO image in late July)
https://www.pmda.go.jp/files/000203966.pdf (Page 25 = QMS process up to 6 months or sooner)
We are in the 5th month timeline so far & Jan 2018 = 6th month!
Link below shows QMS & Regulartory Review & Approval Process are simutaneously happen:
https://www.pmda.go.jp/english/review-services/outline/0001.html
1 out of 4 Japaneses is an edlerly over 65 years old = Huge Market!
Strategically for both Zimmer & AMDA:
M&A deals can be announced this month & will be closed next month (majority deals take minimum 30+ days to close). Japan clearance could be here by the time the deal closes or even during the deal is being closed. I doubt Zimmer can weather thru. 1 or 2 more crappy quarters w/o growth = Billions Dollars Market Cap will be decimated = Piss their institutions investor off. Hurry up & pull the trigger Zimmer!
*** Retail investors only care about when the deals announce to cash out ***
=================
Long & Strong until M&A day
DON'T feed the BEARS
HOLD tight to your shares
STEAL their cheap shares
BEARs play mind games on BULLs like Harry S. Truman's Quote:
"If you can't convince them, confuse them."
The BEARs can't scare the BULLs into panic to sell their shares & they can't convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year old kid?
This is the way I interpret all the BEARs BS spinning:
1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!
2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!
==================
Wink @ BLUE POPEYES:
Warum versteckst du dich wie eine Ratte?
am meisten zwielichtiger Charakter!
===================
Continues...
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136450098
===============
Based on their past filing history, they always file "PRE 14" before "DEF 14":
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001269026&type=pre&dateb=&owner=exclude&count=40
&
(a)Preliminary proxy statement. Five preliminary copies of the proxy statement and form of proxy shall be filed with the Commission at least 10 calendar days prior to the date definitive copies of such material are first sent or given to security holders, or such shorter period prior to that date as the Commission may authorize upon a showing of good cause thereunder.
https://www.law.cornell.edu/cfr/text/17/240.14a-6
So:
If we see the "PRE 14A" tomorrow + 10 calendar days (minimum), then DEF 14A = Dec 14, 2017.
Special meeting & annual meeting proxies must be sent out 20+ calendar days prior to the actual meeting date.
So DEF 14A (Dec 14, 2017) + 20 calendar days = First week of 2018 = will be over 365 days from last fiscal year end (Dec 31st, 2016). It looks like we will not have an annual meeting this year!
Therefore, AMDA will receive a "delisting" warning letter from Nasdaq (most likely in the first week of 2018) like this one (ticker = PACE):
"received a letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market (“NASDAQ”) notifying the Company that the Company no longer complies with NASDAQ Listing Rule 5620(a) for continued listing due to its failure to hold an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended December 31, 2015."
... but if you read the 2nd part of the filing:
As previously disclosed, in light of the Company’s announcement of its proposed business combination with Playa Hotels & Resorts B.V. in December 2016, and the limited availability of shareholders at the end of the year, the Company determined to defer compliance with the annual meeting requirement until 2017 when management would be able to communicate more effectively with shareholders regarding the proposed business combination. The Company intends to submit a plan to NASDAQ promptly and to regain compliance with the listing rules within the time frame allotted by NASDAQ.
https://www.sec.gov/Archives/edgar/data/1644509/000119312517004602/d325040d8k.htm
Here is the timeline of their filings:
2016-12-16 = M&A announcement 8-K Filed = 4th Quarter 2016 = 15 calendar days before the fiscal year end = no time for annual meeting = they knew there will NOT be any business operations for years to come due to business combination event.
2017-01-06 = 8-K regarding "delising" warning from Nasdaq of no annual meeting issue (first week in new fiscal year)
2017-02-13 = DEFM14A Filed to vote on the proposed M&A
2017-03-10 = Form 25-NSE Filed to voluntarily remove listing from Nasdaq.
========================
I am sure the BEARS will toss some Baloney like "BIG RED FLAG" regarding no annual meeting ... lmao...SMH! The above example shows M&A event leading to no annual meeting for the year & everyone can verify thru. these provided links like always.
========================
In addition, I have more example to show below:
Ticker = BSG
Fiscal Year Start Month = July
https://www.sec.gov/cgi-bin/browse-edgar?CIK=bsg&owner=exclude&action=getcompany
2006-09-14 = NT 10-K Filed
2006-11-09 = NT 10-Q (First Quarter) Filed
2006-12-18 = 10-K Filed
2007-02-02 = 10-Q (First Quarter) Filed
2007-02-13 = NT 10-Q (Second Quarter) Filed
2007-03-15 = 10-Q (Second Quarter) Filed
2007-05-03 = M&A 8-K Filed on 4th Quarter of the Fiscal Year.
2007-06-26 = DEFM14A Filed = 4 calendar days before fiscal year end in June 30th ... no annual meeting for the year ... meet early next year to vote on proposed M&A. As you can see, NT filings sometimes isn't all bad after all. Don't you find it's strange in 2017, AMDA filed these NTs only...not previous years like in 2015 or 2016! & the stall tactics to buy more time using Nasdaq hearing too.
==========================
Even my previous post showed an example of the ticker "TERP" with all these NT filings on 10-K & 10-Qs which also led to M&A event at the end.
Coincidentally, TERP ticker also received Nasqad "delisting" warning regarding the annual meeting issue:
"On January 4, 2017, the Company received a notification letter from a Senior Director of Nasdaq Listing Qualifications (the “Notification Letter”), which stated that the Company’s failure to hold its annual meeting by December 31, 2016 serves as an additional basis for delisting the Company’s securities and that the Panel will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Global Select Market."
https://www.sec.gov/Archives/edgar/data/1599947/000159994717000010/terp8-knasdaqletterjan92017.htm
Their M&A was in early March 2017 due to the fact that they filed their 10-K & 10-Qs really late (rolled over the following year)...As compare to AMDA situation, if we use their timing of filings & subtract 11 weeks back...our M&A 8-K should be around mid December 2017 or sooner! Lemme tell you... guessing the timing that Sonny will spew the M&A news is pain in the behind!
==========================
As of this moment, the list of tickers that i have dug thru. includes 1014 tickers (without M&A events) & 358 tickers (with M&A events)...Folks, it's about BIG data...here is list of the summary of no annual meeting situations:
1. BK
2. Change in Fiscal Year Request
3. Major Corp. events like moving HQ & major restructuring in executives teams
4. Transition Annual Report Filed (Restructure)
5. Pile of Debts, Edge of being "Delisted", Financially in trouble...
7. Change in State of Corporation Request
8. M&A event!
As you can see AMDA situation only fits in #8 above.
& of course the executive compensations disclosure...will it be on the DEFM14A? Regardless, they have less than 30 days to show us these #s.
===================
Boston's in-depth DDs:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136601584
shows Zimmer's finger prints are all over AMDA & these weird events from AMDA this year strengthen the story of M&A...which is yet to be announced & the BULLs patiently have been waiting for! Will Zimmer still farting around & drag this on ... RISKING to lose Si3N4 tech to other big dogs in the industry via hostile takeover right after Hercules Loan get paid off by Jan 1st, 2018. Sonny...come on man...it's about time to announce something meaningful man! What about the list of 2017 milestones you promised? or just announce the big M&A news already. Zimmer will not be using Si3N4 tech to help generate revenues & growths if they don't pay up & at a fair price...stop hiding in the closet...come out already!
===================
Boston, regarding the discussion about the recent Form 4 from Zimmer:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136606877
Many times these sale orders are pre-scheduled...big dogs executives from big companies do that all the time. It's not an issue.
=================
Long & Strong until M&A day
Don't feed the BEARS
Hold tight to your shares
BEARs play mind games on BULLs like Harry S. Truman's Quote:
"If you can't convince them, confuse them."
The BEARs can't scare the BULLs into panic to sell their shares & convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year kid?
This is the way I interpret all the BEARs BS spinning:
1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!
2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!
Continues from last post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136320242
================================
http://www.zimmerbiomet.com/corporate/about-zimmer-biomet/leadership.html
Zimmer leadership page still shows Interim CEO & Interim President of Spine.
Zimmer's new Spine HQ in Colorado barely launched late September 2017...the same size as their Warsaw, Indiana Corp. HQ.
http://ozarch.com/2017/10/zimmer-biomet-spine-opens-new-headquarters-westminster-colorado/
Looks like they are investing heavyly & preparing to attack the Spine market soon. Also, they aren't looking for Spine President (spot empty since September 2017):
https://www.indeed.com/jobs?q=Zimmer&l=Westminster%2C+CO
& NO CEO job listing elsewhere on the internet as well (spot empty since July 2017).
Who are they waiting for? Who gonna fill these spots? Dana Lyons or Ryan Long = Spine President? Hmm...What about the CEO spot?
*****
My previous posts already showed examples that M&A can be taken place even though the Hercules' tiny debt balance (2 more payments) isn't paid off yet. In addition, Sonny LLC loan's has NO restriction at all & won't prevent M&A event as well:
"The company also has $2.7 million of debt payable to North Stadium Investments, without prepayment penalties, back-end fees, debt covenants, or other restrictions. The North Stadium Investments debt is currently being amortized and will retire by July 28, 2018, or sooner."
https://www.amedica.com/news-media/press-releases/detail/104/amedica-releases-first-and-second-quarter-2017-preliminary
*** Once M&A news announced, all warrants will turn into $$$ to pay the little debt off! ***
&
AMDA is now fully in compliance with NASDAQ now. Could this be the event that they are waiting on before M&A announcement? This week, BEARs should watch out for these days & don't be surprise if the anticipated M&A news the BULLs are waiting for is finally announced:
"today announced that it will participate in the 29th Annual Piper Jaffray Healthcare Conference at the Lotte New York Palace Hotel in New York City on November 28, 2017, at 4 p.m. EST."
http://investor.zimmerbiomet.com/news-and-events/news/2017/11-21-2017-220038988
&
CSRS Annual Meeting 2017
NOVEMBER 30–DECEMBER 2, 2017
Hollywood, FL
https://www.amedica.com/news-media/events
*****
Monday AH short interest update (1st time after R/S):
http://www.nasdaq.com/symbol/amda/short-interest
*****
Long & Strong until M&A day
Don't feed the BEARS
Hold tight to your shares
BEARs play mind games on BULLs like Harry S. Truman's Quote:
"If you can't convince them, confuse them."
The BEARs can't scare the BULLs into panic to sell their shares & convince the BULLs to leave; The BEARs play mind games to confuse the BULLs by throwing hard-to-verify info. & empty oratory! Remember, the crap talkers are the hidden buyers (to cover shorts positions or they want tons of shares to cash out on the M&A news).. Well, at least I disclose myself as a long, retail investor. Are the BEARs into some type of kind-hearted acts & are here to look out for investors & their $$$...cough cough cough. Shake my head! Come on...Who are the BEARs trying to fool? Fooling 3-year kid?
This is the way I interpret all the BEARs BS spinning:
1. BEARs survey = No M&A...No goldmine here...= it means ... YES it's M&A coming & goldmine is here!!!
2. Potential suitor = Is Not Zimmer...= it means...Yes..It's Zimmer!!!
Continues from previous post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136209604
============================
This is the 2nd example that shows Hercules allowed their borrowers to enter into M&A deals even though they still carried loan balance & the the loan term with M&A prevention covenants:
April 30, 2015 - $25 Mil Loan w/ Hercules:
"On April 30, 2015 (the “closing date”), we entered into a loan and security agreement (the “credit facility”) with our direct and indirect domestic subsidiaries, as co-borrowers, Hercules Technology Growth Capital, Inc. (“Hercules”), as administrative agent, and the lenders party thereto from time to time (the “Lenders”), including Hercules, pursuant to which the Lenders agreed to make a term loan available to us for working capital and general business purposes, in a principal amount of $25 million."
"The negative covenants include, among others, restrictions on our transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets, and suffering a change in control, in each case subject to certain exceptions, as well as financial covenants requiring us to maintain certain minimum levels of revenue and adjusted EBITDA."
https://www.sec.gov/Archives/edgar/data/1297336/000143774915008980/rloc20150505_8k.htm
June 27, 2016 - M&A w/ Gannett Co., Inc.
"On June 27, 2016, ReachLocal, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gannett Co., Inc., a Delaware corporation (“Parent”), and Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), pursuant to which, and on the terms and subject to the conditions thereof, among other things, Purchaser will commence a tender offer (“Offer”) to acquire all of the outstanding shares of common stock of the Company (the “Company Shares”) at a purchase price of $4.60 per Company Share net to the holder thereof in cash, subject to reduction for any applicable withholding taxes, without interest (the “Offer Price”)."
https://www.sec.gov/Archives/edgar/data/1297336/000110465916129546/a16-13992_18k.htm
Loan Paid off on M&A close day (Hercules must have provided the Letter of consent to allow them to proceed on their planned M&A):
"Item 1.02. Termination of a Material Definitive Agreement."
"On August 9, 2016, in connection with the Merger, the Company (i) repaid in full all outstanding indebtedness, including principal, interest, fees and all other amounts due in connection with such repayment under the Loan and Security Agreement, by and among the Company, certain subsidiaries of the Company, the lenders party thereto, and Hercules Capital, Inc., as agent, dated April 30, 2015 (as amended from time to time, the “Loan Agreement”), and (ii) terminated all obligations under the Loan Agreement, except for certain indemnification obligations. In connection with such payoff, the security interests granted pursuant to the Loan Agreement were terminated and released."
https://www.sec.gov/Archives/edgar/data/1297336/000110465916138181/a16-14003_198k.htm
"ReachLocal, Inc. (NASDAQ: RLOC), a leader in powering online marketing, helping local businesses grow and operate their business better with leading technology and expert service, was acquired by Gannett Co., Inc., (NYSE: GCI), a next-generation media company committed to strengthening communities across the company’s network, for $4.60 per share in cash, via a tender offer. The transaction closed on August 9, 2016. Hercules initially committed $25.0 million in venture debt financing to ReachLocal in April 2015. The Company recognized a net realized gain of $610,000 from the transaction, generating a fully realized IRR of approximately 24.1% from its loan repayments and equity/warrant gains."
https://www.sec.gov/Archives/edgar/data/1280784/000119312516758899/d283923dex991.htm
=============================
On their recent 3rd Quarter 10-Q, it clearly shows 9-month total lost in 2017 ($7.07 mil) is even less than 3-month period from July-September in the year of 2016 ($10.62 mil)
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm
They try to minimize the impact on the suitor (zimmer)'s proforma EPS
Reading the link below, you will see why they want the EPS to be as close to 0 (break even) as possible:
https://corporatefinanceinstitute.com/resources/knowledge/valuation/proforma-earnings-eps/
To further to control the EPS impact on the suitor (zimmer), i would guess they will try to control the # of shares issue initially:
Shares Swapping (possibly w/ some cash) + Contigent Value Rights (IPR&D milestones = Japan, China, Knees, Hips, Dental, 3D Printing, Metal Brazing, CSC, CSC Lumen, etc...)
AMDA has 2 main & most valuable groups of long-lived assets:
1. 1st & 2nd Gen. Si3N4 Patents (20 years life term in USA) = Finite-lived intangibles assets group = Audit & Measure using ASC 360
2. IPR&D = Infinite-lived intangible assets group = Audit & Measure Fair Value using ASC 350
*** You can dig thru my old posts to see some info I posted on IPR&D auditing ASC 350 ***
Let refresh some memory on "long-lived asset" audits in NT filings:
It has been awhile, everyone is pretty much forgot about this regarding the narrative of their NT 10-K filing back in April:
"When companies file these 8Ks, it’s unusual to reference long-lived assets in particular as the driving factor, and that Amedica was dressing itself up for acquisition would explain this specific reference."
https://insiderfinancial.com/amedica-corporation-nasdaqamda-looks-set-for-revaluation/123437/
AMDA w/ "long-lived asset auditing" language back in May:
https://investors.amedica.com/all-sec-filings/content/0001493152-17-005915/0001493152-17-005915.pdf
150+ tickers (out of 700 tickers w/o M&A event) i have dug thru. with NT filings, I don't even see 1 w/ the language of "long-lived assets audit" in their filings like AMDA's
Boston provided one example w/ "long-lived asset audit" language in their NT filings, then later on the same year they were acquired by another company:
Intermec Inc (ticker = IN)
"Long-lived asset audit" language in this NT Filing:
https://www.sec.gov/Archives/edgar/data/1044590/000119312512231672/d319657dnt10q.htm (2012-05-14)
December 9, 2012 = M&A news:
https://www.sec.gov/Archives/edgar/data/1044590/000119312512496079/0001193125-12-496079-index.htm
*** The value of IPR&D can be subtantial ***
https://www.allergan.com/news/news/thomson-reuters/allergan-to-acquire-tobira-therapeutics-expanding
(over $1 billion on CVRs in the deal, they got acquired after FDA rejected their drug!!!)
=============================
Clean Capital Struture & Controllable Level of Debt:
https://seekingalpha.com/article/4033475-kate-spade-good-takeover-target
Coach acquired Kate Spade:
https://www.forbes.com/sites/greatspeculations/2017/05/09/coachs-acquisition-of-kate-spade-finally-comes-to-fruition/#14050593e269
*** AMDA has low or even i can say 0 debt soon (2 more payments) & clean capital share structure ***
===============================
This is the previous example regarding no annual meeting in M&A year (replaced w/ DEFM14A):
They didn't file DEF 14A for annual meeting in 2016 = the M&A year
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000043350&type=DEF+14A&dateb=&owner=exclude&count=40
They only filed DEFM14A:
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000043350&type=DEFM&dateb=&owner=exclude&count=40
Gas Natural Inc. (EGAS)'s auditing firm before M&A (they used a special auditing firm in Oil & Gas industries to audit their 10-K prior M&A)
http://www.malonebailey.com/Industries/Oil-and-Gas/
Before they announce M&A new, they changed their Certifying Accountant to a very tiny CPA firm:
https://www.sec.gov/Archives/edgar/data/43350/000114420416120338/v447368_8k.htm
Weeks later, they announced the M&A news:
https://www.sec.gov/Archives/edgar/data/43350/000114420416127707/v450334_8k.htm
Similarly, AMDA ended their contracts w/ the M&A auditing firm BDO back in September 2017:
http://secfilings.nasdaq.com/filingFrameset.asp?FilingID=12291693&RcvdDate=9/22/2017&CoName=AMEDICA%20CORP&FormType=8-K&View=html
Someone here said BIG RED FLAG regarding internal control...lmao...not even when you compare AMDA to this BILLION MARKET CAP company (TERP):
https://www.sec.gov/Archives/edgar/data/1599947/000159994717000108/exhibit231auditorconsentle.htm (tons of red flag right? lmao)
Guess what??? They had M&A event as well!!!
Here is the list of their filings, which is very similar to AMDA to...
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001599947&type=&dateb=&owner=exclude&start=0&count=40
NT 10-K 2016-02-29
NT 10-Q 2016-05-11 (Q1)
NT 10-Q 2016-08-10 (Q2)
NT 10-Q 2016-11-10 (Q3)
10-K 2016-12-05 (AMDA Filed on 2017-09-20)
10-Q 2016-12-06 (Q1) (AMDA Filed on 2017-10-31)
10-Q 2017-02-07 (Q2) (AMDA Filed on 2017-10-31)
10-Q 2017-02-24 (Q3) (AMDA Filed on 2017-11-14)
*** They released their 10K & Qs way & way late as compares to AMDA did, even rolled over to early 2017 ***
Guess what they filed next?
M&A 8-K on 2017-03-07, right after all 10-K, Q1, Q2, Q3 filed:
https://www.sec.gov/Archives/edgar/data/1599947/000156761917000392/s001585x1_8k.htm
*** AMDA filed all these filings 11 weeks earlier than they did...Shall we see our M&A 8-K soon? We should ***
What more interesting is....they didn't have annual meeting in 2016 (the year they filed all the NT filings).
They didn't disclose executive compensations as well in 2016!!!
This is a billion market cap company...obviously their books is way more complicated than AMDA's & took them longer to audit their assets.
=========================
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!
At the end of this whole M&A saga,
it's all about X amount of shares i have vs. fully diluted OS = my % of cut on the deal!
==========================
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!
you are welcome!
Hello BULLs:
Wow look at the BEARs only FOCUS on 400K revenue in 3 month less than last yr 3Q. Wow what a mess...SMH! Only focus on that revenue. wow...
The BEARS don't even mention a word about "EPS", which is the most important for the suitor as of this moment! I have been waiting for this 3Q to confirm my observations! I am seeing they try to push all revenue to book on 4Qth purposely!
https://www.sec.gov/Archives/edgar/data/1269026/000149315217013249/form10q.htm
(Page 4)
Look under: Net loss per share Basic and diluted section and compares with last year (3 month = minus 93 cent in 2017 vs. minus $5.53 in 2017) & (9 month = minus $2.42 vs minus $14.56 in 2016)
&
(Page 17)
Look under: Net loss (column change in %) = 3 month (positive 35% vs 2016) & 9 month (positive 45% vs 2016)
Why is AMDA fixing the EPS so important & what we all BULLs are waiting for??? The M&A from Zimmer right? Zimmer has to come out of the closet soon! AMDA is doing its best for 1 thing only. Helping the potential suitor (zimmer) on their book later!!! ...when 2 businesses combine! zimmer will look pretty after amda acquisition.
Look here:
https://www.axial.net/forum/accretion-dilution-what-is-it-and-does-it-matter/
"Accretion/dilution is relevant to a strategic buyer as it can be regarded as a proxy for whether the acquisition creates or destroys value for shareholders. EPS serves as an indicator of a company’s profitability. If a transaction is going to decrease the company’s profitability (i.e. it is dilutive), the value of the buyer should theoretically decrease following the transaction"
remember we all talk about the share exchange???
https://corporatefinanceinstitute.com/resources/knowledge/valuation/exchange-ratio/
Do you guys ever wonder how much is DANA (VP Sale = executive level) compensation?
Where do you think they will disclose his compensation on later?
Usually on 10-K (but they didn't show it), they have 120 days to show on 10-K/A (oops no sight of this too, they didn't even file this yet!) or they have to put them on the DEF 14A = regular annual meeting):
"Proxy due dates can differ greatly, though most are filed in the spring. If your Form 10-K incorporates by reference information into Part III from the proxy statement, you must file the proxy statement no later than 120 days after the fiscal-year end. If you cannot file the proxy statement within that 120-day period, you can file an amended 10-K to include the Part III information; however, that amended 10-K must be filed no later than 120 days after the fiscal-year end"
https://www.merrilldirect.com/cps/rde/xchg/merrilldirect/hs.xsl/edgar-sec-filing-deadlines-and-holidays-2017.htm
Where is the regular DEF 14A = annual meeting? We haven't met yet right? We haven't voted on their pays too?
I bet they will skip that annual meeting & replace it with
DEFM14A (special meeting to vote on M&A) with all these big dogs compensations (COC package, etc) on it!
I dug thru. 300+ M&A deals with DEFM14A!
This is the conclusion:
20% of the deals skipped their annual meeting (DEF14A) & replaced them with DEFM14A (special meeting to vote on M&A)...1 out 5 !!!!!
want exmample?
This shows all their past DEF14A (annual meeting) = latest was 2015!!!
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000043350&type=DEF+14A&dateb=&owner=exclude&count=40
M&A on Oct 11, 2016 & in 2016 no annual meeting at all!!!
they replaced with DEFM14A (special meeting to vote on M&A):
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000043350&type=DEFM14A&dateb=&owner=exclude&count=40
click on the DEFM14A from 2016:
https://www.sec.gov/Archives/edgar/data/43350/000119312516776460/d286373ddefm14a.htm
&
Now have fun reading all these executive compensations!!!
300 M&A deals i DUG thru for weeks!!! I will show you all 1000 tickers i went thru later:
700 regular w/o M&A & AMDA is the ONLY one hasn't disclosed executive compensation yet! 1 out 700 = .0014 = .14% (point .14%)...wow...how can AMDA get away with this? M&A will fix it!!! They will put them on the DEFM14A later (after 8-K to announce the deal)
&
I also went 300 plus with M&A DEFM14A. NO JOKE!
Another point I want to mention is amda' share structure looks nice & clean now...ready & to rock & roll!
Also, what do you see in here that isn't AMDA:
https://www.investopedia.com/articles/stocks/07/takeover_target.asp
FYI...Jan 1st, 2018 = Hecurle's last payment...(this will open the door to HOSTILE taker over amda if zimmer does't act quick! Do you think zimmer spent around 6 years behind the scene to have amda's tech develop all to these levels & let other big suitors to steal it? it's about time for them to show up. Why I think so?
Look at slide 27/30:
https://seekingalpha.com/article/4110015-amedica-amda-presents-ladenburg-thalmann-2017-healthcare-conference-slideshow
you would see all PARTNERSHIPs they have EXCEPT for Zimmer. Where is Zimmer? because Zimmer will be the owner of the tech later!!! NOT a partner! Why you think all of a sudden Zimmer got a loan of $189 Mil in Japan for? Esp. right after Sonny said "Japan clearance very soon".
amda <<<<===>>> NGK <<< ====>>> Japan MDM <<< === Zimmer
Later on, it will form a cirle of relationships with amda connect with zimmer!!!
(In November 2009, we concluded a joint sales agreement with Zimmer K.K. to further strengthen our product lineup and promote joint sales, thus expanding our market share at the same time.)
http://www.jmdm.co.jp/eng/products
& NGK owns 30% stakes in Japan MDM.
=====================
Long & Strong until M&A
BULLS don't feed the BEARs & keep your shares tight!
There WASN’T any shady practice about the R/S voting process as some
BEARS called out:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217011512/form8k.htm
Proposal # 1:
(For) 18,211,006 + (Against) 6,343,473 + (Abstain) 168, 131 = 24,722,610 shares voted
Proposal # 2:
(For) 18,552,800 + (Against) 5,927,971 + (Abstain) 241,840 = 24,722,611 shares voted
So:
OS = 36,200,000 shares – 24,722,610 shares = 11,477,390 shares DIDN’T VOTE
Compares to the PR on September 07, 2017:
“Over 13 million shares -- representing nearly 36% of the outstanding common stock -- remained unvoted as of the time of today's meeting.”
http://investors.amedica.com/press-releases/detail/103/amedica-announces-adjournment-of-special-meeting-of"
In 35 calendar days, roughly 1.5Mils extra shares voted.
The voting ended as soon as they hit 50.31%:
18,211,006 / 36,200,000 = .503066
====================================================
Last deadline to be over $1 bid price was August 14th, 2017. If they really wanted to fix the $1 bid price issue, they would have voted back in early July 2017 & would have effectuated the R/S in late July 2017.
As I have mentioned a few times back, the R/S voting only serves 3 purposes:
#1 – Buy time to wrap up thing up like M&A (see 2 examples below)
#2 – to adjust the OS for Change of Control to match the executive incentive plan (10%)
#3 – share exchange w/ the suitor on M&A
Now R/S is already approved - ready to rock & roll! There is NO reason that Nasdaq will reject their plans, hence will grant AMDA extra time (around 4 months).
============ AMDA current situation to stay listed =================
1*Received Delisting Letter (used up all extensions) = 08.22.2017
2*Notify Investors Regarding Delisting Letter = 08.25.2017
3*Request Oral Hearing = Receiving Delisting Letter + 7 days= 08.29.2017
4*Hearing Date = Request Oral Hearing + 45 days = 10.12.2017
5*Hearing Result From Nasdaq = Hearing Date + 14 days = 10.26.2017
6*Notify Investors Regarding Hearing Result = 10.27.2017
7*Granted Until (Bid price issue) = 02.17.2018
*** RECEIVED Delisting Letter until new Deadline (180 days) ***
========== EXAMPLE 1 ======================
http://investors.vcel.com/releasedetail.cfm?releaseid=429181
http://investors.vcel.com/secfiling.cfm?filingID=950123-09-69583&CIK=887359
Received Delisting Letter (Exhausted all allow extensions) = 10.02.2009
Notify Investors Regarding Delisting Letter = 10.07.2009
Request Oral Hearing = Receiving Delisting Letter + 7 days = 10.09.2009
Hearing Date = Request Oral Hearing + 45 days = 11.24.2009
Hearing Result From Nasdaq = Hearing Date + 14 days = 12.08.2009
Notify Investors Regarding Hearing Result = 12.09.2009
Granted Until = 03.31.2010
*** RECEIVED Delisting Letter until new deadline = 180 days ***
======= EXAMPLE 2 =========================
http://ir.cytori.com/investor-relations/news/news-details/2015/Cytori-to-Address-Nasdaq-Listing-via-Nasdaq-Hearing-Panel/default.aspx
https://www.sec.gov/Archives/edgar/data/1095981/000109598116000042/form8k.htm
“As Cytori reported on December 7, 2015, it received a determination letter from the Nasdaq staff stating that it has yet to regain compliance with the minimum bid price requirement fo”
“The hearing will occur on January 21, 2016 at Nasdaq’s Washington, D.C. offices. “
“n or before May 31, 2016, and its continued compliance with all other applicable rules for continued listing on The NASDAQ Capital Market.”
They received letter on the December 3rd, 2015 + 180 days = May 31st, 2016"
http://ir.cytori.com/investor-relations/news/news-details/2015/Cytori-to-Address-Nasdaq-Listing-via-Nasdaq-Hearing-Panel/default.aspx
============== EXAMPLE 3 ====================
Nasdaq even grants extra time while the M&A deal is being close:
http://www.marketwired.com/press-release/poniard-pharmaceuticals-receives-favorable-nasdaq-decision-continued-listing-company-nasdaq-pard-1557317.htm
*** ONLY if there is no more time for any extra extension to stay listed, but we got plenty of time ***
=============================================
BEARS are/were spinning (grasping more likely):
#1 OTC = Delisting = If R/S voting would not get approved <<< NO MORE (R/S approved!)
#2 Effectuate R/S right away = If R/S voting get approved <<< NOT GONNA HAPPEN = 3 above examples
#3 Wow Dilution coming <<< NO UPDATED Quarter Results Yet & 10-K said “NO S-3”
Any of these ever happened, that would be a dream come true for the BEARS, right?
But…..Why the BEARS keep on covering their short positions if they believe these above 3 events will happen soon!!!??? GRASPING!
http://www.nasdaq.com/symbol/amda/short-interest
THEY ARE COVERING! BEARS are so cute! ILLOGICAL!
Is it because #4 = M&A in the work & news is around the corner?
Tons of info from last sticky post & links back to Boston’s DDs as well:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=134940310
M&A evidences are stacked up as high as Mt. Everest! Wink as the BEARS!
===============================================
Let do some calculations on the Incentive Plans in case of Change of Control:
“in light of our compensation strategy and objectives. Accordingly, the Board is proposing to increase the number of shares available under the 2012 Plan by 800,000 shares, from 342,425 to 1,142,425, increasing the percentage ratio of the amount of shares available under the Plan to 10.0% of outstanding shares as of March 28, 2016.”
https://www.sec.gov/Archives/edgar/data/1269026/000149315216008810/def14a.htm
(Page 16)
Method #1:
Roughly about 55 mils shares (fully diluted)
10% = 5.5 mils shares, so they have to ask for approval of (5.5 mils – 1,142,425 shares) = around 4.4 mils shares (this method sounds aggressive!)…but they already asked once on last year proxy! Why do double work & vote again? Double vote?
Or
Method #2:
5:1 R/S = 55mils /5 Mils = 11mils shares OS X 10% = 1.1 Mils almost equates to (1,142,425)!!! You see how magical the R/S works? (I believe this method sounds better.) & R/S voting is already approved – ready to rock & roll! This also explains why they were SO RUSH to set up a voting for R/S – wink at the BEARS again, right? Hence, the covering! The BEARS know about this that was why they kept told the BULLS to vote no!
& of course:
Shares swapping with Zimmer purpose (I doubt Zimmer will pay cash for the deal = Tax advantage & other reasons):
If R/S ever be used to coordinate with share swapping in conjunction with swap ratio, it will only effect under 2 situations & it will be spelled out CLEARLY ON THE M&A NEWS:
PRIOR TO THE MERGER …
OR
PRIOR TO THE CLOSING OF THE MERGER…
You can find examples of the news announcements from my previous posts:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133775048
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133838866
===========================================
Long & Strong until M&A news!!!
Long should hold tight!
Don’t let the BEARS take your shares & cover!
I will post some more info later.
DP & Ohman:
You are welcome!
================================
Boston, thanks for the extra info on Morgan regarding metal brazing.
==============================
Jana Fund took a stakes in Zimmer to help them to strategically fix Zimmer's current crappy Dental business. They joined WholeFood, then Amazon merged with Wholefood in months.
This article suggested Zimmer's next move on Dental (DENTSPLY):
https://www.linkedin.com/pulse/how-zimmer-biomet-deal-impact-dental-implant-market-karen-gierszewski
============================
The company has received notice from The NASDAQ Stock Market LLC ("NASDAQ") indicating that a NASDAQ Hearings Panel (the "Panel") had granted the company's request to extend the stay of the suspension of trading in the company's common stock pending the company's scheduled hearing on October 12, 2017 before the Panel and a final determination regarding the company's listing status.
http://www.amedica.com/news-media/press-releases/detail/104/amedica-releases-first-and-second-quarter-2017-preliminary
*** Like I have said before, R/S to buy time for hearing to wrap things up ... After hearing 4+ months extra from Nasdaq ***
==================================
Today presentation slides:
* New surgeons, new sales = more revenue
* JDA with Morgan Ceramics = metal brazing
* Si3N4 3D printing Spine Devices commercialize in 2018 - Per Sonny = greatly reduce cost
* Colaborate with DENTSPLY SIRONA Inc ($14 billion Market Cap Dental Giant)
* Other Global Spine Parnters in Australia, Brazil, and the UK
* Japan Clearance 2017 milestone ("very soon" by Sonny!")
* Japan Partnerships NGK-NTK Spark Plugs (Japan MDM)
* Revenue trend is finally upward
wsw.com/webcast/ladenburg3/amda/index/aspx
Why is NGK Spark Plugs? Spark Plugs have something to do w/ AMDA medical devices?...at first WTF!
Thanks Boston for these links:
"NGK Spark Plug and Japan Medical Dynamic Marketing in Japan.To acquire 30 pct stake (7,942,764 shares) in Japan Medical Dynamic Marketing from Itochu at 780 yen per share with amount of 6,195,356,000 yen on May 16."
http://www.reuters.com/finance/stocks/7600.T/key-developments/article/3358914
Check their relationship:
http://www.jmdm.co.jp/eng/corporate/partners
In November 2009, we concluded a joint sales agreement with Zimmer K.K. to further strengthen our product lineup and promote joint sales, thus expanding our market share at the same time.
http://www.jmdm.co.jp/eng/products
*** This shows they do connect to each others ***
Japan is huge market for Spines & Joints, 1 out 4 Japanese, is an elderly person over 65 years old.
==============================================================
"Monthly payment is: $617,582.33 based on current interest rate 13.45%"
"800k - 617582.33 = 182,417.67 additional being paid."
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=134674145
"Numbers are based on the information in June's PR indicating $1.3m cash lost each month to pay principle, interest, & cash burn."
http://www.amedica.com/news-media/press-releases/detail/100/correction---amedica-releases-2016-preliminary-unaudited:
$1.3mil - 500K burns = 800K payment usage for Hercules loan
End of Loan Fee:
$1,450,000 + $200,000 + 18,000 [ 0.75% X (total last payment = around $2.3 mils] =
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133617807
So based on above info:
$1,668,000 / 182,417.67 ~ about 9 months (Jan - Sep)
Looks like the End of Loan Fee is pretty much paid off!
The debt balance based on today's presentation:
$2.3 Mils Balance & $3 Mils cash with burn rate of 400K - 500K
Scenarios: https://imgur.com/a/nHvBV
either way...they need cash... (2 NT = no up-to-date filings = NO OFFERING!) & recent 10K says no S-3 too? Cash from where? Warrant .42, .55, $1.05 (need to be above these level).
or # 3 M&A will solve the issue:
1. Payoff Hercules loan in a few days (Oct payment)
2. Modify Sonny Loan term to remove assets retention clause (CEO owns the little note, he can bend the terms anyway he wants - part of the grand plan as a bridge loan to circumvent the Hercules Loan!)
*** EXAMPLE: PTEK mod. loan on 3.4.2014, then M&A on 4.30.2014 ***
3. Ready to rock & roll! Of course at the end they will have $ to pay Sonny back his loan $.
But...BEARs will say Dilution, R/S BS, etc again...regarless...If it is so bad, why the short
interest keeps dropping, these BIG, GIANT BEARS (in nice suits, many LCD screens) are slowly, sneakily covering:
http://www.nasdaq.com/symbol/amda/short-interest
If the company is not doing well like the bears have been claiming (really? debt is about to get paid off...bad thing?)...why not short it more, but instead slowly covering ... Esp. right after the "long-lived assets" audits back in June Filing. Dropped from 2,271,706 (in June) til now 1,878,182 shares (Sep 15th)
24/7 - The BEARs talk CRAP about AMDA like a POS contradicts w/ the action they took! Bears encourage Bulls to sell their shares using many dif. techniques for them to get shares to cover!
ILLOGICAL!!! Why?
===================================================
Regular Long-lived assets of a company is usually audited by ASC360 method, but company like AMDA has something like many other biotech companies have, which is called IPR&D (In Process R&D) asset group:
Knees, Hips, Dental, CSC (Porous: Cancellous), Japan Spine, etc
(China CFDA Spine is on hold - they don't want to disclose their technical know-how to China as of this moment)
These IPR&D asset groups are very valuable. Passing to the right suitor like Zimmer will help them generate billions later:
https://www.sec.gov/Archives/edgar/data/1136869/000119312517065632/d285470d10k.htm
(Page 25)
Knees & Hips businesses ranking #1 w/ many billions in revenue.
Pre-aquistion Valuation (For Acquirer & Target):
"IPR&D must now be tested for impairment in accordance with ASC 350."
http://www.wicpa.org/Content/Files/PDF/On%20Balance/JanFeb11/PreaquistionValuation.pdf
There wasn't "ASC 350 (regular impairments & of course IPR&D valuation = only disclose when M&A takes place)" in 2015, 2014, & 2013 10K, but it's only in 2016 10K:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217010752/form10-k.htm (2016)
https://www.sec.gov/Archives/edgar/data/1269026/000149315216008221/form10-k.htm (2015)
https://www.sec.gov/Archives/edgar/data/1269026/000156459015001941/amda-10k_20141231.htm (2014)
https://www.sec.gov/Archives/edgar/data/1269026/000119312514124269/d698775d10k.htm (2013)
If you pay attention to 2016 & 2015 10K's contents, you will notice they went back & fixed 2015#s. Under what situation you will go back & audit 3-Year Financial! You tell me!
IPR&D valuation could be substantial:
https://www.pwc.com/us/en/cfodirect/assets/pdf/ma-snapshot-iprd.pdf
AMDA isn't a biotech, but interbody medical devices company is pretty close comparison:
A global public company was considering the acquisition of an early stage value-added supplier of biotechnology products. We were asked to value the material intangible assets of the target company. In its initial review of the target, the client believed the technology and IPR&D would encompass a significant portion of the purchase price. Our analysis found the value of the technology and IPR&D comprised only a small percentage of the purchase price because of the rapid rate at which the technology was evolving. Based on our (lower) value and asset life conclusions, our client concluded the acquisition would be accretive to earnings.
www.valuationresearch.com/knowledge-base/alert/pre-acquisition-valuation-intangible-assets-and-contingent-consideration
@@@@@@@@@@@ IPR&D M&A Examples @@@@@@@@@@@
VTAE (had no FDA approval!):
The buyout fits right into Allergan’s mantra of “growth pharma.” The biotech firm currently offers products that address issues ranging from the central nervous system and gastroenterology to eye care and dermatology. Allergan’s chief research and development officer, David Nicholson, believes Contour will help Allergan speed up its R&D in “key therapeutic areas.”
https://investorplace.com/2016/09/allergan-plc-ordinary-shares-agn-up-on-639m-buyout-of-vitae-pharmaceuticals-inc-vtae/#.Wcq_4siGP-g
https://www.sec.gov/Archives/edgar/data/1157602/000110465916144517/a16-18504_18k.htm
https://www.sec.gov/Archives/edgar/data/1157602/000104746916010789/a2227568z10-k.htm#dq17801_item_6._selected_financial_data
*** 580K Revenue only ***
https://www.sec.gov/Archives/edgar/data/1578845/000156459017002433/agn-10k_20161231.htm (AGN - Acquirer Page 66 for IPR&D info.)
==========================================
ATLH (Target):
IPR&D impairment checked by the acquirer:
https://www.sec.gov/Archives/edgar/data/831547/000119312513346476/filename1.htm
NT 10K on 2012-03-15
10-Q/A (previous year 2nd Quarter) on 2012-03-26
10-Q/A (previous year 3rd Quarter) on 2012-03-26
10-K (2012) on 2012-03-26
8K M&A news on 2012-04-06:
https://www.sec.gov/Archives/edgar/data/1097264/000110465912024141/a12-9096_38k.htm
*** very similar to AMDA scenario here! AMDA had 10-K/A, NT-10K, then 10K, hmmm.... ***
https://www.sec.gov/cgi-bin/browse-edgar?company=&match=&CIK=amda&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany
This image shows examples of Form 10-K must be filed before any M&A announcement:
https://imgur.com/a/SzCDt
There was a Change of Control Agreement Form prepared back in 2015 (a20150722 = July 22nd):
https://www.sec.gov/Archives/edgar/data/1269026/000126902615000008/a20150722_8-kxitem502cocex.htm
Same exact date:
https://imgur.com/YLFxpxC (on Zimmer's board)
1 day later, LOI sign with BIG ortho company:
http://www.amedica.com/news-media/press-releases/detail/45/amedica-corporation-signs-additional-oem-letter-of-intent
*** Looks like they wanted to sell AMDA back 2 yrs ago, but changed of mind & waited out for some reasons (i.e. more milestones completed, more clinical data collected) ***
=======================================
3 times mentioned spine business will growth in 4th Quarter (why just 4th?)
"a spine business, as I said that we expect to contribute to growth in the fourth quarter and carry that momentum into 2018."
"The spine market, again, we believe we are going to be growing in that market in Q4."
"our expectations is that in the fourth quarter of this year, we have a global spine business on an apples-to-apples basis that’s growing and contributing to overall Zimmer Biomet growth"
https://seekingalpha.com/article/4092394-zimmer-biomets-zbh-ceo-dan-florin-q2-2017-results-earnings-call-transcript
But I dug thru. their filings & Q2 Transcript, this is what my calculations show:
https://imgur.com/a/lCrVX
*** With the above calculation, how Zimmer is going to show growth in Spine on 4th Quarter then??? ***
=======================================
June 9th, 2017 PR:
The Alpha launch of Amedica's Taurus™ Pedicle Screw System, a spine fixation product line that received FDA clearance in November 2016, has completed over 60 surgeries, generating a total of $450,000 in new revenue (unaudited) with 10 new surgeons trialing the system for the first time.
http://www.amedica.com/news-media/press-releases/detail/100/correction---amedica-releases-2016-preliminary-unaudited
&
Sept 20th, 2017 PR:
"Over 125 new surgeries have been performed with the system generating over $750,000 in new revenue year-to-date."
http://www.amedica.com/news-media/press-releases/detail/104/amedica-releases-first-and-second-quarter-2017-preliminary
Jan 1st to Jun 9th = 160 days = 60 surgeries
Jan 1st to Sep 20th = 260 days = 125 surgeries
will continue to grow til year end = could hits 220+ surgies??? Could AMDA 4Q revenue growth help to create a little bump on Zimmer 4Q rev. in Spine???
*** Looks like an exp. growth trend - (Revenue trend is finally upward = presentation slide) ***
========================================
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=134814758
Boston Blog shows tons of connections between the AMDA & ZBH
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=134208201:
CNS on Oct 7, 2017 & NASS on Oct 25, 2017 (right next to Zimmer)
Zimmer still missing President of Spine (recently stepped down) & CEO (almost 3 months)
They adjourn the voting again to Oct 03, 2017...Will they pay Hercules off by Oct payment! then hmm..mmm??? to me looks like they will...
https://imgur.com/a/H9SoR
This image shows only 20% of the deals close under 40 days, if Z wants to own Si3n4 Tech & use AMDA 4Q rev. to help to boost their Spine rev., they have to announce the news soon:
https://imgur.com/a/gSJ8a
=========================================
CFO was gone 3Q 2016 & as of now still no sign of CFO!
www.wsj.com/articles/merger-boom-spawns-a-cfo-surplus-1433808509
The lastest 8K - Changes in Registrants' Certifying Accountant, BDO suggested AMDA should have a CFO:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217010844/form8-k.htm
*** Removed BDO as auditing firm right after the 10Ks auditing all done & filed! ***
& quickly replaced BDO with a smaller firm for just up to Dec 31, 2017! Will they continue to do business next yr SOLO or they will be under a big umbrella Zimmer by then???
Guess we will find out soon!
Will you sell your shares to these guys so they can cover? One technique they use:
Pretended to add shares @ .xx, then later, I just dumped my shares, follow me!
https://imgur.com/a/Gat6w
Long & Strong til M&A news!
Today presentation slides:
* New surgeons, new sales = more revenue
* JDA with Morgan Ceramics = 3D printing = greatly reduce cost (2018)
* Colaborate with DENTSPLY SIRONA Inc ($14 billion Market Cap Dental Giant)
* Other Global Spine Parnters in Australia, Brazil, and the UK
* Japan Clearance 2017 milestone ("very soon" by Sonny!")
* Japan Partnerships NGK-NTK Spark Plugs (Japan MDM)
* Revenue trend is finally upward
wsw.com/webcast/ladenburg3/amda/index/aspx
Why is NGK Spark Plugs? Spark Plugs have something to do w/ AMDA medical devices?...at first WTF!
Thanks Boston for these links:
"NGK Spark Plug and Japan Medical Dynamic Marketing in Japan.To acquire 30 pct stake (7,942,764 shares) in Japan Medical Dynamic Marketing from Itochu at 780 yen per share with amount of 6,195,356,000 yen on May 16."
http://www.reuters.com/finance/stocks/7600.T/key-developments/article/3358914
Check their relationship:
http://www.jmdm.co.jp/eng/corporate/partners
In November 2009, we concluded a joint sales agreement with Zimmer K.K. to further strengthen our product lineup and promote joint sales, thus expanding our market share at the same time.
http://www.jmdm.co.jp/eng/products
*** This shows they do connect to each others ***
Japan is huge market for Spines & Joints, 1 out 4 Japanese, is an elderly person over 65 years old.
==============================================================
"Monthly payment is: $617,582.33 based on current interest rate 13.45%"
"800k - 617582.33 = 182,417.67 additional being paid."
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=134674145
"Numbers are based on the information in June's PR indicating $1.3m cash lost each month to pay principle, interest, & cash burn."
http://www.amedica.com/news-media/press-releases/detail/100/correction---amedica-releases-2016-preliminary-unaudited:
$1.3mil - 500K burns = 800K payment usage for Hercules loan
End of Loan Fee:
$1,450,000 + $200,000 + 18,000 [ 0.75% X (total last payment = around $2.3 mils] =
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133617807
So based on above info:
$1,668,000 / 182,417.67 ~ about 9 months (Jan - Sep)
Looks like the End of Loan Fee is pretty much paid off!
The debt balance based on today's presentation:
$2.3 Mils Balance & $3 Mils cash with burn rate of 400K - 500K
Scenarios: https://imgur.com/a/nHvBV
either way...they need cash... (2 NT = no up-to-date filings = NO OFFERING!) & recent 10K says no S-3 too? Cash from where? Warrant .42, .55, $1.05 (need to be above these level).
or # 3 M&A will solve the issue:
1. Payoff Hercules loan in a few days (Oct payment)
2. Modify Sonny Loan term to remove assets retention clause (CEO owns the little note, he can bend the terms anyway he wants - part of the grand plan as a bridge loan to circumvent the Hercules Loan!)
*** EXAMPLE: PTEK mod. loan on 3.4.2014, then M&A on 4.30.2014 ***
3. Ready to rock & roll! Of course at the end they will have $ to pay Sonny back his loan $.
But...BEARs will say Dilution, R/S BS, etc again...regarless...If it is so bad, why the short
interest keeps dropping, these BIG, GIANT BEARS (in nice suits, many LCD screens) are slowly, sneakily covering:
http://www.nasdaq.com/symbol/amda/short-interest
If the company is not doing well like the bears have been claiming (really? debt is about to get paid off...bad thing?)...why not short it more, but instead slowly covering ... Esp. right after the "long-lived assets" audits back in June Filing. Dropped from 2,271,706 (in June) til now 1,878,182 shares (Sep 15th)
24/7 - The BEARs talk CRAP about AMDA like a POS contradicts w/ the action they took! Bears encourage Bulls to sell their shares using many dif. techniques for them to get shares to cover!
ILLOGICAL!!! Why?
===================================================
Regular Long-lived assets of a company is usually audited by ASC360 method, but company like AMDA has something like many other biotech companies have, which is called IPR&D (In Process R&D) asset group:
Knees, Hips, Dental, CSC (Porous: Cancellous), Japan Spine, etc
(China CFDA Spine is on hold - they don't want to disclose their technical know-how to China as of this moment)
These IPR&D asset groups are very valuable. Passing to the right suitor like Zimmer will help them generate billions later:
https://www.sec.gov/Archives/edgar/data/1136869/000119312517065632/d285470d10k.htm
(Page 25)
Knees & Hips businesses ranking #1 w/ many billions in revenue.
Pre-aquistion Valuation (For Acquirer & Target):
"IPR&D must now be tested for impairment in accordance with ASC 350."
http://www.wicpa.org/Content/Files/PDF/On%20Balance/JanFeb11/PreaquistionValuation.pdf
There wasn't "ASC 350 (regular impairments & of course IPR&D valuation = only disclose when M&A takes place)" in 2015, 2014, & 2013 10K, but it's only in 2016 10K:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217010752/form10-k.htm (2016)
https://www.sec.gov/Archives/edgar/data/1269026/000149315216008221/form10-k.htm (2015)
https://www.sec.gov/Archives/edgar/data/1269026/000156459015001941/amda-10k_20141231.htm (2014)
https://www.sec.gov/Archives/edgar/data/1269026/000119312514124269/d698775d10k.htm (2013)
If you pay attention to 2016 & 2015 10K's contents, you will notice they went back & fixed 2015#s. Under what situation you will go back & audit 3-Year Financial! You tell me!
IPR&D valuation could be substantial:
https://www.pwc.com/us/en/cfodirect/assets/pdf/ma-snapshot-iprd.pdf
AMDA isn't a biotech, but interbody medical devices company is pretty close comparison:
A global public company was considering the acquisition of an early stage value-added supplier of biotechnology products. We were asked to value the material intangible assets of the target company. In its initial review of the target, the client believed the technology and IPR&D would encompass a significant portion of the purchase price. Our analysis found the value of the technology and IPR&D comprised only a small percentage of the purchase price because of the rapid rate at which the technology was evolving. Based on our (lower) value and asset life conclusions, our client concluded the acquisition would be accretive to earnings.
www.valuationresearch.com/knowledge-base/alert/pre-acquisition-valuation-intangible-assets-and-contingent-consideration
@@@@@@@@@@@ IPR&D M&A Examples @@@@@@@@@@@
VTAE (had no FDA approval!):
The buyout fits right into Allergan’s mantra of “growth pharma.” The biotech firm currently offers products that address issues ranging from the central nervous system and gastroenterology to eye care and dermatology. Allergan’s chief research and development officer, David Nicholson, believes Contour will help Allergan speed up its R&D in “key therapeutic areas.”
https://investorplace.com/2016/09/allergan-plc-ordinary-shares-agn-up-on-639m-buyout-of-vitae-pharmaceuticals-inc-vtae/#.Wcq_4siGP-g
https://www.sec.gov/Archives/edgar/data/1157602/000110465916144517/a16-18504_18k.htm
https://www.sec.gov/Archives/edgar/data/1157602/000104746916010789/a2227568z10-k.htm#dq17801_item_6._selected_financial_data
*** 580K Revenue only ***
https://www.sec.gov/Archives/edgar/data/1578845/000156459017002433/agn-10k_20161231.htm (AGN - Acquirer Page 66 for IPR&D info.)
==========================================
ATLH (Target):
IPR&D impairment checked by the acquirer:
https://www.sec.gov/Archives/edgar/data/831547/000119312513346476/filename1.htm
NT 10K on 2012-03-15
10-Q/A (previous year 2nd Quarter) on 2012-03-26
10-Q/A (previous year 3rd Quarter) on 2012-03-26
10-K (2012) on 2012-03-26
8K M&A news on 2012-04-06:
https://www.sec.gov/Archives/edgar/data/1097264/000110465912024141/a12-9096_38k.htm
*** very similar to AMDA scenario here! AMDA had 10-K/A, NT-10K, then 10K, hmmm.... ***
https://www.sec.gov/cgi-bin/browse-edgar?company=&match=&CIK=amda&filenum=&State=&Country=&SIC=&owner=exclude&Find=Find+Companies&action=getcompany
This image shows examples of Form 10-K must be filed before any M&A announcement:
https://imgur.com/a/SzCDt
There was a Change of Control Agreement Form prepared back in 2015 (a20150722 = July 22nd):
https://www.sec.gov/Archives/edgar/data/1269026/000126902615000008/a20150722_8-kxitem502cocex.htm
Same exact date:
https://imgur.com/YLFxpxC (on Zimmer's board)
1 day later, LOI sign with BIG ortho company:
http://www.amedica.com/news-media/press-releases/detail/45/amedica-corporation-signs-additional-oem-letter-of-intent
*** Looks like they wanted to sell AMDA back 2 yrs ago, but changed of mind & waited out for some reasons (i.e. more milestones completed, more clinical data collected) ***
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3 times mentioned spine business will growth in 4th Quarter (why just 4th?)
"a spine business, as I said that we expect to contribute to growth in the fourth quarter and carry that momentum into 2018."
"The spine market, again, we believe we are going to be growing in that market in Q4."
"our expectations is that in the fourth quarter of this year, we have a global spine business on an apples-to-apples basis that’s growing and contributing to overall Zimmer Biomet growth"
https://seekingalpha.com/article/4092394-zimmer-biomets-zbh-ceo-dan-florin-q2-2017-results-earnings-call-transcript
But I dug thru. their filings & Q2 Transcript, this is what my calculations show:
https://imgur.com/a/lCrVX
*** With the above calculation, how Zimmer is going to show growth in Spine on 4th Quarter then??? ***
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June 9th, 2017 PR:
The Alpha launch of Amedica's Taurus™ Pedicle Screw System, a spine fixation product line that received FDA clearance in November 2016, has completed over 60 surgeries, generating a total of $450,000 in new revenue (unaudited) with 10 new surgeons trialing the system for the first time.
http://www.amedica.com/news-media/press-releases/detail/100/correction---amedica-releases-2016-preliminary-unaudited
&
Sept 20th, 2017 PR:
"Over 125 new surgeries have been performed with the system generating over $750,000 in new revenue year-to-date."
http://www.amedica.com/news-media/press-releases/detail/104/amedica-releases-first-and-second-quarter-2017-preliminary
Jan 1st to Jun 9th = 160 days = 60 surgeries
Jan 1st to Sep 20th = 260 days = 125 surgeries
will continue to grow til year end = could hits 220+ surgies??? Could AMDA 4Q revenue growth help to create a little bump on Zimmer 4Q rev. in Spine???
*** Looks like an exp. growth trend - (Revenue trend is finally upward = presentation slide) ***
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https://investorshub.advfn.com/boards/read_msg.aspx?message_id=134814758
Boston Blog shows tons of connections between the AMDA & ZBH
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=134208201:
CNS on Oct 7, 2017 & NASS on Oct 25, 2017 (right next to Zimmer)
Zimmer still missing President of Spine (recently stepped down) & CEO (almost 3 months)
They adjourn the voting again to Oct 03, 2017...Will they pay Hercules off by Oct payment! then hmm..mmm??? to me looks like they will...
https://imgur.com/a/H9SoR
This image shows only 20% of the deals close under 40 days, if Z wants to own Si3n4 Tech & use AMDA 4Q rev. to help to boost their Spine rev., they have to announce the news soon:
https://imgur.com/a/gSJ8a
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CFO was gone 3Q 2016 & as of now still no sign of CFO!
www.wsj.com/articles/merger-boom-spawns-a-cfo-surplus-1433808509
The lastest 8K - Changes in Registrants' Certifying Accountant, BDO suggested AMDA should have a CFO:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217010844/form8-k.htm
*** Removed BDO as auditing firm right after the 10Ks auditing all done & filed! ***
& quickly replaced BDO with a smaller firm for just up to Dec 31, 2017! Will they continue to do business next yr SOLO or they will be under a big umbrella Zimmer by then???
Guess we will find out soon!
Will you sell your shares to these guys so they can cover? One technique they use:
Pretended to add shares @ .xx, then later, I just dumped my shares, follow me!
https://imgur.com/a/Gat6w
Long & Strong til M&A news!