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Australian Oilseeds Announces Attendance at Sidoti Micro-Cap Investor Conference
https://www.otcmarkets.com/stock/COOTW/news/story
Horrible 10Q out for VHAI. I sold this today. It may get a pump but to much risk here for my taste.
Potential bottom here for $VHAI
Adding more $VHAI around .045. Hoping for a bounce next week.
You too $VHAI
I took a position in $VHAI today at .05
That was the first shareholder approval. They still needed the unaffiliated shareholder approval as the second step of the approval for the merger to go through. I suspect they somehow controlled part of the unaffiliated vote though. Total theft of our shares through deception, manipulation and deceit. Nothing new down here in OTC land.
They stole this vote somehow.
The approval by a majority of the shares of UCP's common stock held by those Shareholders that are not affiliated with Making Science that were present and entitled to vote at the Meeting, with 118,880,127 shares voting in favor (representing 61.54% of shares present and entitled to vote) and 74,256,632 shares voting against (representing 38.44% of shares present and entitled to vote).
Making Science started this merger process when they had manipulated the UCPA share price down to .0022.
On December 13, 2023, Making Science delivered a term sheet outlining a merger proposal to the Chairman of the board of UCP for consideration by the UCP Board and the Independent Committee. The proposed merger consideration was the then current market price of UCP’s common shares ($0.0022 per share), plus a premium of 10%, representing a proposed merger consideration of $0.00242 per share.
Most of the shareholders that voted yes must have some connection to Making Science that they are not disclosing. Perhaps employees of UCP and Making Science that own shares in UCPA were told to vote yes. It is very shady.
The EU tariffs they announced on Russian oilseeds should push more business to Australian oilseeds. I'm holding some $COOTW. COOT is a good buy IMO around $1 and COOTW around .02. GL
Proposal 1: Approval of the proposal to adopt and approve the merger agreement requires each of the
following affirmative votes of UCP’s stockholders:
x First, the adoption and approval of the merger agreement will require that the approval of the
holders of a majority of the outstanding shares of common stock entitled to vote at the special
meeting; and
x Second, the adoption and approval of the merger agreement will require that the approval of the
holders of a majority of the shares of common stock held by Unaffiliated Stockholders who are
present and entitled to vote at the special meeting.
In addition, completion of the
Merger will be subject to approval by a majority of shares held by shareholders of UCP who are present and eligible
to vote at the meeting of shareholders to be held to approve the Merger, other than shares of UCP held by Making
Science and its affiliates, including any shares held by MSMA (the “Minority Shareholder Approval”).
I would rather just hold onto my position though. I believe they want to buy us out now because our shares are about to be going up in value as profits increase.
I voted against 1 and 2. They can always make a better offer down the road.
Three Kronor Media Nordics | a Making Science Company
3,241 followers
9 h
We are very proud to be involved in launching a new print campaign together with Doctors Without Borders , UNICEF , Rädda Barnen - Save the Children Sweden and the Red Cross. The aim of the campaign is to call on the public to contribute to the aid organizations that are doing invaluable work in Gaza.
Isak Hagen , project manager at Doctors Without Borders , puts it well: "The important thing is not who does the job, but that the job gets done.". With the campaign, we hope to inspire cooperation and to focus on reducing suffering and saving lives, regardless of organization ❤️ Learn more about the campaign here 👉 https://lnkd.in/dZhdaqSe
Isak Hagen
Marketing Project Manager | Doctors Without Borders / MSF
👑👑👑 - it's so much fun working with you! Grateful also for New Normal which stands for both idea & execution 🔥
https://se.linkedin.com/showcase/trekronormedianordics/?trk=public_post_feed-actor-name
Generally, appraisal rights are a minority shareholder’s exclusive remedy to obtain a fair buyout. Minority shareholders cannot ordinarily challenge or attack the corporation’s proposed merger. An exception to this rule applies when one party to the merger is directly or indirectly controlled by, or under common control with, another party to the merger.
They have a Fiduciary duty to Minority shareholders. Fraud on the minority is the expropriation of the minority's property by the majority. The majority cannot make use of its power to take over the shares of the minority. If they try to it opens them up to litigation.
.026 per share would be a fair price
https://www.makingscience.com/wp-content/uploads/2024/05/2024-05-06-Alantra-Full-Report.pdf
3) ... and leaves the door open for a new capital increase
In this context, MAKS
aims to raise up to €7m
of fresh capital (9% of
total) to fund more M&A,
strengthen the B/S and
increase free float
Considering the very positive operational context, Making Science aims to raise up to €7m of new
equity, equivalent to up to 9% of total capital, with the idea of: 1) funding small M&A (the remaining
minorities or other); 2) maintaining the B/S in check; and 3) increasing the free float and liquidity.
In more detail:
1) In 2023, Making Science acquired Celsius’ remaining minorities for c.€4m (€2.5m cash and
€1.5m earnouts), and we expect that Making Science would eventually look to acquire the
remaining minorities in Ad-Machina and Tre Kronor.
Ad-Machina is the owner of ad-tech technology specialised in search engine optimization for
campaigns (the technology mostly allows for the improvement of conversion rates). Making
Science acquired a 51% stake in mid-21 for €1m, and has a call option to acquire the remaining
49% stake (19% in 2024 and 30% in 2025). The technology acquired has been a complete
success, as it has been easier to escalate within Making Science and incorporate into the
latter’s growing client portfolio, thus enhancing the product offering and boosting returns.
Tre Kronor is a media agency based in the Nordics and is owned by UCP which is listed in the
US. Making Science acquired a 70% stake in UCP in early 2022 for €1.3m cash, 133k shares
worth €2.9m and a €5.9m earnout. Later on, in August-2023, Making Science acquired an
additional 6.3% stake. The broadening of Tre Kronor’s service portfolio with Making Science’s
capabilities has been very successful to date: based on the strong Q1, we expect Tre Kronor
to generate €1.6-1.7m EBITDA in 2024, which would imply >25% CA
How Mergers and Acquisitions Are Valued
Both companies involved on either side of an M&A deal will value the target company differently. The seller will obviously value the company at the highest price possible, while the buyer will attempt to buy it for the lowest price possible. Fortunately, a company can be objectively valued by studying comparable companies in an industry, and by relying on the following metrics.
Price-to-Earnings Ratio (P/E Ratio)
With the use of a price-to-earnings ratio (P/E ratio), an acquiring company makes an offer that is a multiple of the earnings of the target company. Examining the P/E for all the stocks within the same industry group will give the acquiring company good guidance for what the target's P/E multiple should be.
Enterprise-Value-to-Sales Ratio (EV/Sales)
With an enterprise-value-to-sales ratio (EV/sales), the acquiring company makes an offer as a multiple of the revenues while being aware of the price-to-sales (P/S ratio) of other companies in the industry.
Discounted Cash Flow (DCF)
A key valuation tool in M&A, a discounted cash flow (DFC) analysis determines a company's current value, according to its estimated future cash flows. Forecasted free cash flows (net income + depreciation/amortization (capital expenditures) change in working capital) are discounted to a present value using the company's weighted average cost of capital (WACC). Admittedly, DCF is tricky to get right, but few tools can rival this valuation method.
Because Making Science is on both sides of the merger a majority of minority shareholders are required to approve it.
Marking Science states that from a financial point of view that it's fair for shareholders to sell their shares at .0029. Then why doesn't Making Science try to sell their position in UCPA at .0029 per share. It's only fair right. Have shares in UCPA really lost that much value since Making Science purchased shares in UCPA? Making Science should do better than this for shareholders.
The Company anticipates mailing its proxy statement to stockholders prior to the end of June 2024 .
You got it. They stated the buyout would only happen if minority shareholders vote in favor of it.
Manipulation and deceit is not fair business practice and should not be voted in favor of by minority shareholders. They are only buying at that price if minority shareholders vote to sell that cheap. Why would any of us vote to sell our shares that low. They found someone to state this is a fair price, due to the fact that the market price has been manipulated down so low.
I've been buying. Anything down here should be bought IMO.
Making Science has done everything they can to keep UCPA share price low. Now they are low balling us to attempt to buy us out cheap. They can do much better than this. They know the stock price is about to increase with all the growth UCPA is making. That's why they are offering to buy our shares now. They need to offer more for us to even consider selling at this point.
.0091 sounds about right. I would be ok with that.
https://www.facebook.com/Trekronormediaochreklam
Doctors Without Borders chooses Tre Kronor Media as now a media agency and partner in its digital transformation! 🤩👏
The mission includes the management of all media purchases and strategy and Tre Kronor Media will also assist Doctors Without Borders in their digital development and efficiency. As part of a collaboration, Tre Kronor Media will push Doctors Without Borders forward with the help of their own AI solutions.
"We are very happy about the confidence of Doctors Without Borders and proud to assist in their vital work," says Niclas Froberg, CEO at Tre Kronor Media | a Making Science Company.
It all depends on what Making Science does after their offer is voted against by minority shareholders at the end of this month.
No minority shareholders will vote to give up their shares for so little.
Some buying volume is hitting on UCPA
Making Science should be buying up any shares on the open market that are .0029 or less.
They should offer us at least .006 per share.
It states that the merger is contingent upon minority shareholder approval. I'm hoping minority shareholders are able to negotiate a better price for shares.
Completion of the Merger will be subject to approval by the stockholders of UCP in accordance with the requirements of Nevada merger law (the "Statutory Merger Shareholder Approval"). In addition, completion of the Merger will be subject to approval by a majority of shares held by shareholders of UCP who are present and eligible to vote at the meeting of shareholders to be held to approve the Merger, other than MSMA and its affiliates (the "Minority Shareholder Approval").