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Hey how are you? missed me? your bosses missed me too?
Owing more shares compares to weeks ago!
Long & strong until the day the M&A News is out ...
which is very soon!!!
CNS on oct 7th = oct 2nd is the payment if they haven't paid off!
NASS on oct 25 also...
I was thinking they have to close the deal before they can advertise amda & si3n4 ...but it looks like they don't have to close the deal to do that
all they have to do is ANNOUNCE the M&A news first, then advertise si3n4 tech on these shows...
like the way amazon advertised prime delivery for grocery while their deal to buy whole food market was being completed!
wink to the while collar organized groups that borrow $ from retail "joes" and never payback!
It's just the matter of at the end cashing on the M&A news...
All retail "joe" like myself should hold tight to you shares & don't let
these guys help you to cash out on the M&A news...
BIG BIG CAPITAL GAIN!
Hi everyone! I am still here...long & strong until the M&A news!
first off:
ByMorStock Tuesday, 08/29/17 07:53:19 AM
Re: CL101 post# 10808
Post #
10814
of 11288 Go
EXCELLENT synopsis
Thank You!
-----------------
If M&A is around the corner, why the pps is trading @ .30ish? Ask them:
10+ guys (an organized group w/ unlimited resources & vast connections, works with other big hidden groups) that controlling the price... sitting in the same room, wearing nice suits, with 50 LDD screens w/ tons of processing power:
http://imgur.com/a/5YmJ9
a pix speaks louder than set of words!
===========
today trading = signs of stealthy buyings...first attack the pps, then buy later. M&A is around the corner...who doesn't want cheap shares esp. the big boys that know more than the retail "joes"
=======
read my sticky post...you will know why the toxic hedge fund sold their shares! & now they might want the shares back!
AMDA DDs & opinion …
DREWS:
You're welcome!
---------------------------------------------
I had quite a few errors & typos on the previous post so I edited.
Look at this:
http://www.nasdaq.com/symbol/amda/historical (3 months data)
&
https://www.google.com/finance?q=NASDAQ:AMDA (6 month chart)
I can tell you that hedge fund FAILED to bring this down to 10 Cents after their PLANNED attack! Their goal was to sold 2-million shares @ 30-cent range & bought back @ 10-cent range or lower! (Obviously they know what "long-lived assets audit" is & they want all the shares to themselves! They are pissed that someone bought these millions of shares after their FAILED attack & the price per share jumped back to 40-cent range.
And this:
https://fintel.io/so/us/amda
tells me that the ones bought these millions of shares WEREN’T toxic hedge funds.
There are many hidden groups (in the industry w/ more info & connections) that want tons of cheap shares...could that be the reason there are so many new alias & BEARS show up lately...knowing their days are numbered! Trying to scare the bulls into selling shares by tossing out dif. types of Fears, Uncertainties, Doubts BS.
….ahem … ahem … wink … wink … wink…...
What will happen to the short interest of millions of shares in case of M&A news!? I can feel the panic from BEARS!
MORE NOISE FROM BEARS...ESP. CLAIMING TO HAVE CONTACT W/ IR &
THE ATTORNEY WOULD SLIP OUT CONFIDENTIAL TO THEM.
SOUNDS ILLOGICAL!
==========================================================
BK = HELL NO on this! Hercules Loan is possibly paid off as of now = NO
DEBT!
Dilution = Sonny loan kill the BS spin about dilution (to pay off Hercules Loan & ready to sell AMDA) = THE BEARS LOST THEIR SAFE NET
OTC = NEVER … R/S vote proposal to play stall tactics to close the OBVIOUS M&A in the making
NO effects R/S…see below…R/S voting was clearly for hearing process to buy time for their M&A plans:
#1 AMDA has the proposal for R/S.
# 2 AMDA has filed DEF Proxy &
# 3 Basically, AMDA executives voiced up & encouraged shareholders to VOTE esp. TODAY. (showing commitment)
“Your vote is important, no matter how many or how few shares you may own. Please vote TODAY by telephone, via the Internet, or by signing, dating and returning the enclosed proxy card in the envelope provided.”
http://ih.advfn.com/p.php?pid=nmona&article=75472851
# 4 etc…some plans
@@@ The R/S subject should be in the rear-view mirror by now @@@
All of the above is to QUALIFY FOR THE HEARING PROCESS = THE BULLS JUST GAIN A SAFE NET = No delisting = Extra time to wrap up the M&A
================ BID PRICE LISTING ISSUE EXAMPLE =============
Examples from Boston:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133232007
I dug in their SEC filings & below is the breakdown of their process:
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 ***
================== LATE FINANCIAL REPORT ISSUE EXAMPLE ===========
They had Form NT (Non-Timely) filings for 2015 10K, 2016 Q1, 2016 Q2 = similar to AMDA scenario!
https://www.sec.gov/Archives/edgar/data/1599947/000159994716000196/terp8-kdelistingnotificati.htm
https://www.sec.gov/Archives/edgar/data/1599947/000159994716000204/terp8-knasdaqdelistingstay.htm
https://www.sec.gov/Archives/edgar/data/1599947/000159994716000216/terp8-knasdaqhearingdecisi.htm
Received Delisting Letter (Exhausted all allow extensions) = 09.08.2016
Notify Investors Regarding Delisting Letter = 09.09.2016
Hearing Advisor informed Hearing Date Schedule = 09.19.2016
Hearing Date Scheduled On = 11.03.2016
Hearing Result From Nasdaq = Hearing Date + 12 days = 11.15.2016
Notify Investors Regarding Hearing Result = 11.16.2016
Granted Until = 03.10.2017
*** RECEIVED Delisting Letter until new deadline = 180 days ***
========================================================================
After I have dug in many examples, I can sum up that Nasdaq is very consistent with their decision on granting extra time to regain compliance after the hearing process regardless what type of listing issues ($1, NT, Equity..etc)
==================== AMDA Scenario =============================
As long as they ask for a hearing within the deadline of 7 days from the day they received the delisting letter together w/ all the essential requirements from Nasdaq. I am sure Nasdaq will grant them 180 extra days from the day they received delisting letter to the new, future deadline.
Below, I lay out the whole set of days in order & the prediction of how Sonny & Team will play their stall tactic…so they can wrap up the OBVIOUS M&A w/o worry about being delisted. Once the M&A is done, they will file Form 25-NSE to retire AMDA securities voluntarily:
Black color = Bid Price Issue RED color = Financial Filing Issue
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
1@Received Delisting Letter = 09.28.2017
2@Notify Investors Regarding Delisting Letter = 10.02.2017
3@Request Oral Hearing = Receiving Delisting Letter + 7 days= 10.05.2017
4*Hearing Date = Request Oral Hearing + 45 days = 10.13.2017
5*Hearing Result From Nasdaq = Hearing Date + 14 days = 10.27.2017
6*Notify Investors Regarding Hearing Result = 10.28.2017
4@Hearing Date = Request Oral Hearing + 45 days = 11.19.2017
5@Hearing Result From Nasdaq = Hearing Date + 14 days = 12.04.2017
6@Notify Investors Regarding Hearing Result = 12.052017
7*Granted Until (Bid price issue) = 02.18.2018
*** RECEIVED Delisting Letter until new Deadline (180 days) ***
7@Granted Until (Late financial filings) = 04.01.2018
@@@ RECEIVED Delisting Letter until new Deadline (180 days) @@@
We will not have to worry about delisting until next year! As you can see from above info, we have a SUPER SAFE NET to deter delisting. All we need is to stay listed until 3rd week of OCT (latest) based on my predictions of when the M&A will be announced (I don’t have a crystal ball. I could be wrong!). There will be 3 scenarios:
*** As little retail investors, we only care about the day they shoot out the M&A news (BLUE SHADE DAYS ON THE CALENDAR)…the day we all can cash out $$$$$ ***
#1 Close the deal before 4Q (high chance & makes most sense for
Zimmer)
http://imgur.com/a/jRdNd
@ Zimmer needs to own Si3N4 before they use it to show off at the 2 upcoming events (CNS & NASS):
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133971240
@ CSC + Valeo will be submitted in OCT per their SEC filing in June (looks like they planned to use Z’s big name to persuade FDA):
https://www.sec.gov/Archives/edgar/data/1269026/000149315217006356/ex99-1.htm
@ Zimmer’s interim CEO & CFO said they will grow in spine 4Q (yes, only If they own Si3N4 tech by 4Q)
@ I believe they will increase X% of their OS (Book on 3Q) to pay for AMDA, based on my previous calculations:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133833100
@ Zimmer’s former CEO stepped down, no replacement yet (who are they waiting for or what event are they waiting before they announce the new CEO (Don’t you think it’s weird, it has been 2 months)?
http://www.insideindianabusiness.com/story/35860766/zimmer-biomet-ceo-steps-down
@ President of Spine steps down on September 1st, who will replace him? Dana? Long? Sonny? 2 "black ops" VP from Z finally can be back to their own company...& possibly get a promotion to higher position too!
https://www.sec.gov/Archives/edgar/data/1136869/000119312517232884/d430443d8k.htm
This Friday, Sep 1st, 2017, there is a big chance they will announce the M&A news as the President of Spine steps down. Key Element of Leadership Integration in a M&A result ... Like the way this M&A example:
https://www.bizjournals.com/triangle/news/2017/06/26/inc-research-inventiv-health-reveal-more-post.html
I am expecting they will announce these on the M&A news as well. Who will be the next Spine President & CEO...all of these combined news can all be on the M&A news. This can't be just a case of coincidence ...should be all planned out by Z&A beforehand @@@
Also, Monday = Holiday...so Sep 5th, 6th, 7th (meeting day) could be a good time to announce the news as well.
Like Boston previous example (XACTLY):
1. 05.11.2017, announced an annual meeting to meet on 06.30.2016
https://www.sec.gov/Archives/edgar/data/1322554/000119312517167280/d337126ddef14a.htm
2. Before the meeting date, they announced the M&A news on 05.30.2017
https://www.sec.gov/Archives/edgar/data/1322554/000119312517186416/d384863d8k.htm
3. They met at the annual meeting & 1 day later they announced the voting results (met on 06.20.2017)
https://www.sec.gov/Archives/edgar/data/1322554/000119312517209476/d396371d8k.htm
4. They announced a special meeting date to vote on the proposed M&A on 06.29.2017
https://www.sec.gov/Archives/edgar/data/1322554/000119312517217331/d413349ddefm14a.htm
5. After the special meeting day to vote on M&A, they closed the deal on 07.31.2017
https://www.sec.gov/Archives/edgar/data/1322554/000119312517241589/d435275d8k.htm
6. The same day they closed the deal, they voluntarily filed Form 25-NSE to delist their ticker.
https://www.sec.gov/Archives/edgar/data/876661/000087666117000433/xslF25X02/primary_doc.xml
Could our M&A scenario timeline similar to Xactly's? 2 meetings? I don't know. Are we required to vote? Or they have voting power to help us vote? I am dying to see the news & the details of this OBVIOUS M&A. Guessing the time of the M&A news is a pain. I know we are very close to the end! I feel it!
#2 Close the deal before CNS Meeting (moderate chance)
http://imgur.com/a/hiCEL
The announcement day range isn't much diff from prediction #1 above. Also, they will have to book the M&A on 4Q. Contradiction w/ my calculations of Z's expecting of increased OS in 3Q.
#3 Close the deal before NASS Meeting (slim chance)
http://imgur.com/a/T1ToP
This will take away 1-month of anticipated revenue growth of Spine from Z...which I give this scenario a very low chance.
========================================================================
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
=====================================================================
Premerger Notification and the Merger Review Process
https://en.wikipedia.org/wiki/Hart%E2%80%93Scott%E2%80%93Rodino_Antitrust_Improvements_Act#Pre-merger_notification_and_filing_fee
https://www.ftc.gov/tips-advice/competition-guidance/guide-antitrust-laws/mergers/premerger-notification-and-merger
*** Confidential status – public won’t know about this – investors will find out via company news announcement ***
Unless…they both ask to have an early termination, then it will become
public info:
https://www.ftc.gov/enforcement/premerger-notification-program/early-termination-notices?combine=zimmer+biomet&field_date_value%5Bvalue%5D%5Bdate%5D=&date_filter%5Bmin%5D%5Bdate%5D=&date_filter%5Bmax%5D%5Bdate%5D=
*** Keep checking on this page, IF they ever filed & asked for early termination, Z&A will show up ***
*** If they filed & go to the normal review process w/o asking for early termination, then it won’t show on this page ***
*** Due to their stealthy move on this M&A….I doubt it will show on this page ... not until the deal becomes public ***
======================================================================
Also, they can always fix their late filing issues using CT ORDER SEC filings to hide their financial numbers from hostile bidders:
http://www.investopedia.com/stock-analysis/2008/sec-allowing-too-many-secrets-on-wall-street-ctcm-sbgi1015.aspx
*** Too many ways for them to make this deal as stealthy as it could be
*** Hence the BEARS keep BS about no financial report…part of their plans to hide it legally & BEARs are pissed! ***
The deal can be announced any moment now & quickly vote (if need to) & close at the speed of light…CHECKMATE! Amazon closed Whole Food deal 1 day after their voting day.
*** Karmic Justice is coming very soon ***
================================================================
Disclosure:
Long & Strong until the end!
BEARS are so desperate & try to give out stock advice to fool BULLs into selling their shares.
DON’T SET STOP-LOSSES OR ELSE YOUR SHARES WILL BE TAKEN BY M&M chocolate!
MORE NOISE FROM BEARS...with intention to convince Bulls to sell their shares
BEARS TRY PLAY A ROLE AS SUFFERED LONGS & TRY TO ACT LIKE A VICTIM
ALL BULLS HOLD TIGHT TO YOUR SHARES!
AMDA DDs & opinion …
DP60 & UGT USMC:
You're welcome!
======================
Younggunnin:
“Well Atlanta here is my one post. 2 million shares..we sold and 100,000 bought. O”
…
Wink!
Look at this:
http://www.nasdaq.com/symbol/amda/historical (3 months data)
&
https://www.google.com/finance?q=NASDAQ:AMDA (6 month chart)
I can tell you that hedge fund FAILED to bring this down to 10 Cents after their PLANNED attack! Their goal was to sold 2-million shares @ 30-cent range & bought back @ 10-cent range or lower! (Obviously they know what "long-lived assets audit" is & they want all the shares to themselves!They are pissed that someone bought these millions of shares after their FAILED attack & the price per share jumped back to 40-cent range.
And this:
https://fintel.io/so/us/amda
tells me that the ones bought these millions of shares WEREN’T toxic hedge funds.
….ahem … ahem … wink … wink … wink….
Have a good day dude!
================================================================
BK = HELL NO on this! Hercules Loan is possibly paid off as of now = NO
DEBT!
Dilution = Sonny loan kill the BS spin about dilution (to pay off Hercules Loan & ready to sell AMDA) = THE BEARS LOST THEIR SAFE NET
OTC = NEVER … R/S vote proposal to play stall tactics to close the OBVIOUS M&A in the making
NO effects R/S…see below…R/S voting was clearly for hearing process to buy time for their M&A plans:
#1 AMDA has the proposal for R/S.
# 2 AMDA has filed DEF Proxy &
# 3 Basically, AMDA executives voiced up & encouraged shareholders to VOTE esp. TODAY. (showing commitment)
“Your vote is important, no matter how many or how few shares you may own. Please vote TODAY by telephone, via the Internet, or by signing, dating and returning the enclosed proxy card in the envelope provided.”
http://ih.advfn.com/p.php?pid=nmona&article=75472851
# 4 etc…some plans
All of the above is to QUALIFY FOR THE HEARING PROCESS = THE BULLS JUST
GAIN A SAFE NET:
========================== BID PRICE LISTING ISSUE EXAMPLE =============
Examples from Boston:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133232007
I dug in their SEC filings & below is the breakdown of their process:
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 newly granted deadline = 180 days **
======================== LATE FINANCIAL REPORT ISSUE EXAMPLE ===========
They had Form NT (Non-Timely) filings for 2015 10K, 2016 Q1, 2016 Q2 = similar to AMDA scenario!
https://www.sec.gov/Archives/edgar/data/1599947/000159994716000196/terp8-kdelistingnotificati.htm
https://www.sec.gov/Archives/edgar/data/1599947/000159994716000204/terp8-knasdaqdelistingstay.htm
https://www.sec.gov/Archives/edgar/data/1599947/000159994716000216/terp8-knasdaqhearingdecisi.htm
Received Delisting Letter (Exhausted all allow extensions) = 09.08.2016
Notify Investors Regarding Delisting Letter = 09.09.2016
Hearing Advisor informed Hearing Date Schedule = 09.19.2016
Hearing Date Scheduled On = 11.03.2016
Hearing Result From Nasdaq = Hearing Date + 12 days = 11.15.2016
Notify Investors Regarding Hearing Result = 11.16.2017
Granted Until = 03.10.2017
*** RECEIVED Delisting Letter until newly granted deadline = 180 days **
========================================================================
After I have dug in many examples, I can sum up that Nasdaq is very consistent with their decision on granting extra time to regain compliance after the hearing process regardless what type of listing issues ($1, NT, Equity..etc)
============================ AMDA Scenario =============================
As long as they ask for a hearing within the deadline of 7 days from the day they received the delisting letter together w/ all the essential requirements from Nasdaq. I am sure Nasdaq will grant them 180 extra days from the day they received delisting letter to the new, future deadline.
Below, I lay out the whole set of days in order & the prediction of how Sonny & Team will play their stall tactic…so they can wrap up the OBVIOUS M&A w/o worry about being delisted. Once the M&A is done, they will file Form 25-NSE to retire AMDA securities voluntarily:
Green color = Bid Price Issue RED color = Financial Filing Issue
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
1@Received Delisting Letter = 09.28.2017
2@Notify Investors Regarding Delisting Letter = 10.02.2017
3@Request Oral Hearing = Receiving Delisting Letter + 7 days= 10.05.2017
4*Hearing Date = Request Oral Hearing + 45 days = 10.13.2017
5*Hearing Result From Nasdaq = Hearing Date + 14 days = 10.27.2017
6*Notify Investors Regarding Hearing Result = 10.28.2017
4@Hearing Date = Request Oral Hearing + 45 days = 11.19.2017
5@Hearing Result From Nasdaq = Hearing Date + 14 days = 12.04.2017
6@Notify Investors Regarding Hearing Result = 12.052017
7*Granted Until (Bid price issue) = 02.18.2018
** 1*RECEIVED Delisting Letter until Granted until Deadline (180 days)*
7@Granted Until (Late financial filings) = 04.01.2018
** 1*RECEIVED Delisting Letter until Granted until Deadline (180 days)*
We will not have to worry about delisting until next year! As you can see from above info, we have a SUPER SAFE NET to deter delisting. All we need is to stay listed until 3rd week of OCT (latest) based on my predictions of when the M&A will be announced (I don’t have a crystal ball. I could be wrong!). There will be 3 scenarios:
*** As little retail investors, we only care about the day they shoot out the M&A news (BLUE SHADE DAYS ON THE CALENDAR)…the day we all can cash out $$$$$ ***
#1 Close the deal before 4Q (high chance & makes the most sense for
Zimmer)
http://imgur.com/a/ABCoV
@ Zimmer needs to own Si3N4 before they use it to show off at the 2 upcoming events (CNS & NASS):
ttps://investorshub.advfn.com/boards/read_msg.aspx?message_id=133971240
@ Zimmer’s former CEO stepped down, no replacement yet (who are they waiting for or what event are they waiting before they announce the new CEO (Don’t you think it’s weird, it has been 2 months)?
http://www.insideindianabusiness.com/story/35860766/zimmer-biomet-ceo-steps-down
@ President of Spine steps down on September 1st, who will replace him? Dana? Long? Sonny?
https://www.sec.gov/Archives/edgar/data/1136869/000119312517232884/d430443d8k.htm
@ CSC + Valeo will be submitted in OCT per their SEC filing in June (looks like they planned to use Z’s big name to submit to persuade FDA):
https://www.sec.gov/Archives/edgar/data/1269026/000149315217006356/ex99-1.htm
@ Zimmer’s interim CEO & CFO said they will grow in spine 4Q (yes, only If they own Si3N4 tech by 4Q)
@ I believe they will increase X% of their OS (Book on 3Q) to pay for AMDA, based on my previous calculations:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133833100
#2 Close the deal before CNS Meeting (moderate chance)
http://imgur.com/a/hiCEL
#3 Close the deal before NASS Meeting (slim chance)
http://imgur.com/a/T1ToP
========================================================================
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
=====================================================================
Premerger Notification and the Merger Review Process
https://en.wikipedia.org/wiki/Hart%E2%80%93Scott%E2%80%93Rodino_Antitrust_Improvements_Act#Pre-merger_notification_and_filing_fee
https://www.ftc.gov/tips-advice/competition-guidance/guide-antitrust-laws/mergers/premerger-notification-and-merger
*** Confidential status – public won’t know about this – investors will find out via company news announcement ***
Unless…they both ask to have an early termination, then it will become
public info:
https://www.ftc.gov/enforcement/premerger-notification-program/early-termination-noticescombine=Zimmer+Biomet&field_date_value%5Bvalue%5D%5Bdate%5D=&date_filter%5Bmin%5D%5Bdate%5D=&date_filter%5Bmax%5D%5Bdate%5D=
*** Keep checking on this page, IF they ever filed & asked for early termination, Z&A will show up ***
*** If they filed & go to the normal review process w/o asking for early termination, then it won’t show on this page ***
*** Due to their stealthy move on this M&A….I doubt it will show on this page ***
======================================================================
Also, they can always fix their late filing issues using CT ORDER SEC filings to hide their financial numbers from hostile bidders:
http://www.investopedia.com/stock-analysis/2008/sec-allowing-too-many-secrets-on-wall-street-ctcm-sbgi1015.aspx
*** Too many ways for them to make this deal as stealthy as it could be
*** Hence the BEARS keep BS about no financial report…part of their plans to hide it legally & BEARs are pissed! ***
The deal can be announced any moment now & quickly vote (if need to) & close at the speed of light…CHECKMATE! Amazon closed Whole Food deal 1 day after their voting day.
*** Karmic Justice is coming very soon ***
================================================================
Disclosure:
Long & Strong
BEARS are so desperate & try to give out stock advice to fool BULLs into selling their shares.
DON’T SET STOPLOSSES OR ELSE YOUR SELL WILL BE TAKEN BY M&M chocolate!
ALL BULLS HOLD TIGHT!
My opinion again (please pardon me for combing stuffs in one big post..i don’t feel like flushing the board w/ many posts)…
Hyrpowr:
Has it been 5 days since the NT 10-Q? The market does not seem to be forgiving for the company's lack of fiduciary responsibility to their shareholders. Will you be buying in the low .20s soon? If so I may wait for .10s! Haha I really do crack me up! $AMDA
----
How are you today? Hey love it! You made a good point man…definitely it is the
MARKET +
http://imgur.com/a/sTPKO
that want lots of cheap shares! Fake selling or real selling or illusion of selling…depend on how each individual investor sees it! Do you agree? IMO…I think…I am seeing an illusion of selling to grab cheap shares...who have so many “not wearing clothes” shares to sell? Do you know who? If you do please share the info…Please pardon my “noob” level of investing experience…TIA.
wink!
Have a good day!
==============================================================
LexTrader:
How are you today, pal? Wink*
You said you voted…only bulls can vote… it means you HAVE shares (roll eyes…), but it sounds like you desperately want this to go down??? Any particular reason? I am a “noob” esp. on stock market, please educate me.TIA! Wink! Just love your posts...wink..sound BEARLY … BEARLY funny in my many posts…I really like it…good posts uh huh…thanks for the laugh...laughing is very healthy! Again, thanks for the posts! Enjoy reading them!
Have a good day! PAL!
===============================================================
Makingbiigdough:
“Had a great conversation with Kevin for about 15 minutes everything is on the up-and-up everything is looking good should hear from company within a week on reverse split making it more clear for shareholders.
10K and financials are being worked on diligently should be released and brought into compliance very soon! The company is confident that after the next news release in regards to R/S that the proxy vote should pass no problem. AMDA looking forward to September 7th to update all shareholders about the ongoing of the company.
I will be continually adding on any dips Boston CL I have been led to believe that you guys are right on with your theories let's wait for the theories to become FACT!!.. By the way Kevin was very upbeat professional and attentive to my concerns! MBD”
….
Thank you for the effort to make a phone call to Kevin, the IR for Amedica (an attorney specialize in M&A)! Did you tell him that you are a BIG INVESTOR w/ almost 500K shares or close to 1Mil shares by now as you are keep adding on the dips (expecting another dip…dip again?)…uh huh … uh huh… lmao…Oh yeah…Did you also tell him not to fool a 30-year veteran in stock investing (based on the info from your past posts)…& pressured him to tell you everything like you’ve said in your post? I highly doubt he can disclose that type of details info. in regard of “when to file & what to file” to just any random person that called him though.. esp. disclosing the voting result of R/S before it becomes public info!? Unless he wants to go prison & become someone’s girlfriend after he picked up a piece of soap on the floor! Furthermore, R/S proposal is part of the requirement they need to send to NASDAQ together w/ the planned M&A to ask to stay listed while they wrap up the buyout process.
My past post already clearly depicted out the purpose of R/S voting if you ever missed reading it!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=134014701
What to announce & when to announce will happen as planned by Sonny Team & Zimmer Team! Since last Summer(I bet), they already planned all filings like the NT (Non-Timely) on Financial Reports & NOT to effect the R/S to fix the $1 Bid price issue (As they know the BEARS will attack the PPS after R/S) & the big plans to submit to NASDAQ to buy time to wrap up speculative M&A w/ Z. Also, the $2.5 million BRIDGE loan from Sonny is to pay off the Hercules loan, so all assets will be in their (Sonny & Team) full control (all in their plan as well). Even the biggest plan to build a SAFE NET to stay listed via hearing from NASDAQ as I will point out as you read further down the post later.
Wink!
Don’t you agree that BEARs should stop spinning the BS about BK, R/S, share dilution, delisting to OTC, blah blah blah…etc…ALL MAKE NO SENSE NOW! These events will not happen! Instead the speculative, stealthy M&A plans will soon be announced!
Don’t you agree with me…the “biggest investor” in AMDA w/ almost 1mil shares!? Kudos to you ... uh huh … uh huh…wink! Are you ready to “Making Some Big Dough” buddy?
….ah…& now your friend called …nice… & more confidential info leaked to your friend from AN ATTORNEY that specializes in M&A of public companies…roll eyes…don’t take this personal…it’s more like a narrative with the intention to FIXATING that “R/S is coming soon” … to tell shareholders that PPS will drop after that…hurry up & sell, sell, sell, get out now, get out now, get out now, before it’s too late!” wink….don’t be offended ok? Wink …I love your post so much …ahem
BTW…I would guess M&A news will come before any other events like… BK, R/S, share dilution, delisting to OTC…I have to stick to my own ground!
Have a good day, MBD & the buddies!
===================================================================
AshvsEvilDead :
“The audit messaging has rendered consistent feedback and confirmation for the delay of the financials. All this does is validate their strategic communication plan for possible M&A.”
….
EXACTLY! Set of scripted responses to answer the same set of questions by dif. callers (they don’t know who the callers were.)…as they expected that they will receive many similar phone calls for being stealthy on the M&A move.
=============================================================
SGT_USMC:
“Looks as though someone just dumped some shares.”
….
Yesterday, it was head fake dumping…just 100 shares @ .32 BID slapping AFTER 20K ASK slapping @ .33 as the moment you posted the post. Think hard you should know who was behind that!!!
Hang on tight to your shares buddy! Just mind games to fish for the fainted hearts retail investors so they will sell their shares & fall right into the BEAR’s game plans.
====================================================================
Retired:
“Just got off the phone with IR, impairment of assets with company and accountants is what is causing the delay with the financials.
Kevin will be talking with CEO this afternoon and they hope to get a business update to shareholders within a week.
Other issues were discussed but not saying what because shareholders can call for themselves.”
…
Thank you to help us REAL “long” to make a phone call to Amedica IR.
Kevin, the current IR = an attorney specializes in M&A…of course he will know what to say at this moment when random people (not necessarily real investors! He won’t know whoever contact him is Market Maker, Hedge Fund manager, retail investor, SEC, Nasdaq, FBI, CIA, ICE, BIG Trump, little Kim, etc…) is trying to sniff the “non-public, confidential” info about company…I bet you he won’t want to end up in prison for slipping out non-public yet, confidential info! Wink! So I won’t doubt he only provides a neutral answer to any question.And now please allow me to provide a little reading regarding the dif. between ASC350 vs. ASC360 (maybe you are already kind of familiar w/ these….smiles…wink):
ASC350 … is to check on PAST acquisition (like the link below shows US SPINE was acquired by Amedica back in 2010) which already fell under GOODWILL section in Financial Report:
http://www.evaluategroup.com/Universal/View.aspx?type=Story&id=252704
After assets acquisition, the item should fall under “Goodwill” section on the balance sheet…hence the ASC350 is to check the impairment of the PAST acquired assets YEARLY (which is a quick check on “GOODWILL”) to wrap up the 10K (yearly report…which we haven’t seen filed yet due to stealthy mode of speculative M&A w/ Zimmer...purposely not disclosing # to deter hostile bidders…)
http://asc-350.com/ (ah ha this link…it’s so fun to use enemies’ own weapon to attack them back…Boston should know what I am talking about!)
*** I am not a CPA, but as I understand, these are the impairment checks on assets that AMDA bought in the past***
No 10K or 10Q or ER # = No valuation # = No way to put a valuation on AMDA = No valid bid can be established = No hostile bidding wars to screw the deal between Z&A = Si3N4 is a MUST HAVE tech to Z…& A only wants to transfer Si3N4 tech to Z…JUST Z & no one else!
….
Now the ASC360 – long-lived assets audits – Disposal of assets including intangible intellectual properties (or asset groups = the WHOLE Amedica company” … selling the company!!!
Don’t believe me? The SEC filing clearly spelled it out loud (long-lived assets auditing NOT goodwill auditing):
https://www.sec.gov/Archives/edgar/data/1269026/000149315217005915/ex99-1.htm
Auditing the long-lived assets…
Imagine they clearly said “Oh yeah we are selling the company!” If it was so, the price per share of AMDA won’t be trading @ 30ish PENNIES like now …but instead… it should have been trading in $ range already! Obviously, that would kill the whole intention of “STEALTH MODE” M&A plans…which is very dif. than other M&A scenarios in past that I have witnessed!
http://adamscapital.com/financial-reporting/long-lived-asset-impairment-asc-360
http://www.cheneliere.info/cfiles/complementaire/complementaire_gm/fichiers/certif/8410_fvtoolkit.pdf
Valuation of AMDA’s long-lived assets should be crossed checking by both A & Z auditing teams to find the FAIR value to pay for the whole AMDA Company. It’s all about the Fiduciary Duty from Sonny & Team to make sure they won’t sell AMDA for cheap. They have to make sure the BO valuation is FAIR & acceptable by majority of the shareholders.
&
Of course, an EXPERIENCED investor like yourself should know what I am talking about right? …. Wink!
Have a good day!
======================================================================
Someone here mentioned about the combined day of 2 issues into one? I doubt they can combine the delisting issues of NT (Non-timely filing of Financial Report Rule 5250 (c)(1)) w/ $1 minimum Bid Price issue (Rule 5550(a)) due to dif. Listing codes from NASDAQ…plus the SEC filing on Sep 27th stated clearly is for NT issue only:
http://secfilings.nasdaq.com/filingFrameset.asp?FilingID=12093618&RcvdDate=5/26/2017&CoName=AMEDICA%20CORP&FormType=8-K&View=html
Here I have an example to prove my point:
http://www.nasdaq.com/press-release/auris-medical-announces-receipt-of-nasdaq-notice-20170824-01092
“The Company has until September 26, 2017 to regain compliance with Nasdaq's minimum bid price requirement of $1.00 and until October 2, 2017 to submit a plan to regain compliance with the minimum stockholders' equity requirement.”
2 dif Listing issues = 2 dif delisting codes = 2 dif date to regain compliance even though there are 7 days apart!
&
*** below shows the longest amount of days from deadline to notify investors about listing issue ***
Received delisting letter on equity issue of Nasdaq Listing Rule 5450(b)(1)(A) on August 18, 2017 (3 business days after the August 15, 2017 = the last day to file 2Q ER). Today, Aug 24, 2017, they notify their investors which is 4th business day (the max # of business day allow by NASDAQ) to inform shareholders after receiving the delisting letter. So totally of 9 calendar days (7 business days) from deadline to file 2Q to notify investor day.
*** Today is the 10th calendar day = 8 biz days from deadline date of Aug 14, 2017 ***
*** AMDA DID’NT RECEIVE DELISTING LETTER FROM NASDAQ YET! INTERESTING! ***
*** Usually Bid Price issue…NASDAQ will quickly send delisting letter to the company, see below ***
================================================================================
This example:
http://pdf.reuters.com/htmlnews/htmlnews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20170824:nPn5KyVzKa
Deadline = Aug 21, 2017(2nd extension & still failed to regain minimum $1 bid price compliance) = same like AMDA’ scenario.
Received Nasdaq Letter = Aug 22, 2017
Today (Aug 24th), they shoot a PR to notify their shareholders = 1 business (received) + 2 business days (notify) = 3 business days total!
They are in the process to request a hearing to buy 180 extra days from Nasdaq to regain compliance
========================================================================
This example:
https://www.sec.gov/Archives/edgar/data/1565228/000114420416134179/v452585_10q.htm
(Page 8)
Deadline = Sep 26, 2016 (2nd extension & still failed to regain minimum $1 bid price compliance) = same like AMDA’ scenario.
Received Nasdaq Letter = Sep 27, 2016 = 1 biz day from deadline.
Notify investors on Sep 27, 2016 = same day receiving the letter from Nasdaq.
They appealed & Nasdaq gave them more time…in between (around 3 to 4 months later), they effected R/S to fix the $1 minimum issue & regain compliance.
This example:
https://www.sec.gov/Archives/edgar/data/1130166/000157104916011529/t1600342_8k.htm
Deadline = Feb 2, 2016 (2nd extension & still failed to regain minimum $1 bid price compliance) = same like AMDA’ scenario.)
Received Nasdaq Letter = Feb 2, 2016 (same day w/ deadline date)
Notify investors on Feb 5, 2016 = 3 biz days from receiving the letter from Nasdaq
&
They appealed & Nasdaq gave them 130 more extra days to regain compliance.
https://www.sec.gov/Archives/edgar/data/1130166/000157104916013771/t1600976_8k.htm
========================================================================
MORE EXAMPLES:
http://imgur.com/a/fFzJh
http://imgur.com/a/FYjbt
http://imgur.com/a/OiXNn
http://imgur.com/a/3sn2H
========================================================================
Anyone should wonder why no delisting letter from NASDAQ??? Why? ¿Dónde está la anticipada "Delisting Letter from NASDAQ”?…Hence no sign of the delisting letter that bears are waiting for!!! More reason for them to attack on the PPS…
It looks like AMDA has a very “special” treat from NASDAQ or
From this post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=134014701
As long as AMDA can submit to NASDAQ hearing panels:
1. A plan of M&A type from the above (In our case, it could be an acquisition by Z or horizontal merger)…We will find out the details of the speculative M&A between Z and A very soon!
2. Proposed R/S (Just proposal to vote! Not Effects the R/S yet) <<< This is the current ones to fix the minimum bid price of $1.
3. Etc...
Then NASDAQ will accept their plans & will grant continued listing exceptions like the below examples (Dif. scenarios of M&As with dif. type of delisting issues):
…
&
Even if they have to provide their GAAP Financial Report to show to NASDAQ for the purpose of asking for continued listing exceptions until the planned M&A is done (part of their whole game plan). Of course NASDAQ has to keep everything confidential based on this:
“The MarketWatch Department is required to keep non-public information, confidential and to use such information only for regulatory purposes.”
http://nasdaq.cchwallstreet.com/nasdaq/main/nasdaq-equityrules/chp_1_1/chp_1_1_4/chp_1_1_4_3/
All they have to do is email NASDAQ …there is NO fix time frame that dictates AMDA has to disclose the M&A plans to investors too, after they emailed NASDAQ about their planned M&A:
Mergers Email notification to nasdaqreorgs@nasdaq.com
Prior to declaring the shareholder meeting date
&
Tender Offers Email notification to nasdaqreorgs@nasdaq.com
As soon as practicable
https://listingcenter.nasdaq.com/Show_Doc.aspx?File=listing_information.html
Everything will be kept confidentially until their planned timing to disclose the deal w/ Z, then they will shoot out the M&A news (which we REAL LONGS are waiting for!) to investors.
From the above info, it led me to think that they might have contacted NASDAQ before NASDAQ would send the delisting letter to them!!!? You guys still remember the big CAP & BOLD "VOTE" on the last filing? Somehow I see it connects to the "No delisting Letter from NASDAQ" mystery. That was why we were so rush to vote for the R/S. I would guess YES! Si’! Oui Qui! Sonny & Team could have been spoken w/ NASDAQ already! Of course, everything shall be kept confidentially per AMDA’s request (stealthy M&A move)
R/S is used as a contingency plan REQUIRED by NASDAQ (to fix $1 issue) …just in case the planned M&A didn’t successfully go through for some particular reasons like:
FTC & DOJ (possibly they already filed premerger notification to them for reviews too, which required before M&A...I don't doubt on this) says no no no to..antitrust, anti-competitive, or shareholders think the BO Valuation too low & don’t approve the M&A, etc…
*** If amazon can get thru FTC & DOJ to merge w/ wholefood, I don't see any issue w/ them ***
R/S can also be used coordinated w/ share swapping ratio as well (As least on Z' Form S4 later, it's weird to see to 30ish pennies stock swapping with a $100+ stock)…I am dying to see the details of this speculative M&A structure. Come on Sonny & Team…give us that M&A news now! I am craving for BEAR-B-Q!
=====================================================================
https://www.gpo.gov/fdsys/pkg/CFR-2012-title17-vol3/pdf/CFR-2012-title17-vol3-sec240-14a-101.pdf
Look into page 203 for “Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2))” as an options to mark when you file FORM 14 (regular proxy 14A or M14A as merger or acquisition)…It means the form PREM14A might have been filed w/ SEC already and asked for confidential handling.
Once SEC approved, then they can just file the DEFM14A straight up (if they want to keep thing more stealthy w/o first publically disclose the PREM14A as the same time they filed the PREM14A to sec)…this way they give the hostile bidders even less than time to come up w/ a VALID bid to interfere the deal.
I said MIGHT! Just my guess again. That is why if I don’t see PREM14A & straight up showing DEFM14A from AMDA or S4 from Z, I won’t be surprised at all! Basically, they are trying to make the deal to happen as stealthy as laws & regulatory policies allow them to do so.
Boston provided 2 links which similar to the ones I provided (directly from government website):
https://www.law.cornell.edu/cfr/text/17/240.14a-6
https://www.law.cornell.edu/cfr/text/17/240.14a-101
===================================================================
3D printing tech for medical devices isn’t new to the world:
In 2014, about 85 medical devices made with 3D-printing/AM methods were cleared by the FDA. Since then, many more have come on the market. A number of implant companies in other regions (Europe, Asia) have also launched AM-manufactured products in their markets. Despite these successes, some implant manufacturers struggle with the limitations of standards that are either not adopted for AM or their processes, or may not even exist at all for what they want to build.
http://www.odtmag.com/issues/2017-08-01/view_features/manufacturing-in-layers-3d-printings-impact-on-orthopedics/
I doubt AMDA’s 3D printing tech will have an issue from FDA clearance later (of course… like the CSC+valeo planned submission in OCT…the 3D printing will be submitted by big name Z later too as my prediction…after the speculative M&A done):
"3D printing of a complex ceramic material opens future doors, especially in terms of cost advantages, and addressing a variety of OEM partner needs. Custom additive manufacturing is a modern advancement, and we are proud to lead the way in 3D printing of our silicon nitride formulation, with its advantages in bone fusion, antibacterial behavior, and superior strength."
http://www.amedica.com/news-media/press-releases/detail/72/amedica-first-to-3d-print-silicon-nitride-for-medical
*** Si3N4 wins hands down (silicon nitride formulation, with its advantages in bone fusion, antibacterial behavior, and superior strength..etc…) vs. PEEK … as of price…the soon coming 3D printing tech will balance off the little advantage in price of PEEK vs. Si3N4 as of this moment ***
========================================================================
Disclosure:
Like always, a post w/ links for readers to check the FACT.
Why am I sitting relax & not even bother to contact IR like many uh huh uh huh did?
IMO…I believe my BO thesis is being proven CORRECT very soon!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=132143303
Long & Strong! All REAL long investors should stick together & hold your shares tight!
Apply a bit of common sense, ones can see the PPS is being attacked by organized groups.
As you watch movies…as the progress of the movies play out…near the end ... ones can easily spot a good guy vs. a bad guy in the movies...smiles!
Tons of NOISE from BEARS coordinates with “not wearing clothes” selling… as its best! From who? Keep reading below…
I love to eat M&M chocolate. I have a bag on my desk right now. I closely pay attention to the M&M chocolate in front of me…at first I only notice 1 type of color, omg …now I am seeing more color showing up! Weird as hell…wink as the buddies of “7948”…uh-huh…uh-huh…is it because it’s getting to close to the end of the speculative M&A & news is coming? The ones w/ more access to info. & more connections knows something BIG is coming soon!!!
Wink as “the mole “7948” was exposed by me...upset? Are you into M&M? “
Yes Boston...I keep checking the Knee & Hip Meeting in NOV...
Thanks for pointing that out!
===============================================================
My opinion again:
It doesn’t matter what type of M&A listed below:
Full-blown merger: A merger in which there is no common ownership between or among the companies. For a full-blown merger to move forward, the shareholders of all the constituent companies must approve it.
Parent-subsidiary merger: Occurs when one company owns all or substantially all (usually 90% or greater, depending on the jurisdiction) of the shares of the other constituent companies. Shareholders don’t need to approve a parent-subsidiary merger; instead, the board of directors of the parent company can act alone.
Upstream merger: A parent-subsidiary merger in which the parent company survives.
Downstream merger: A parent-subsidiary merger in which a subsidiary company survives.
Primary merger: The merger that occurs in the domestic states of the merging entities.
Surviving entities: Entities that continue to exist after a merger.
Non-surviving entities: Entities that are absorbed by a surviving entity.
Horizontal Merger
Reverse Merger
Etc…
As long as AMDA can submit to NASDAQ hearing panels:
1. A plan of M&A type from the above (In our case, it could be an acquisition by Z or horizontal merger)…We will find out the details of the speculative M&A between Z and A very soon!
2. Proposed R/S (Just proposal to vote! Not Effects the R/S yet) <<< This is the current ones to fix the minimum bid price of $1.
3. Etc...
Then NASDAQ will accept their plans & will grant continued listing exceptions like the below examples (Dif. scenarios of M&As with dif. type of delisting issues):
================ EXAMPLE 1 ==========================================
Sonus Pharmaceuticals Receives Favorable NASDAQ Decision
BOTHELL, Wash., July 17, 2008 /PRNewswire-FirstCall via COMTEX News Network/ -- Sonus Pharmaceuticals, Inc. (Nasdaq: SNUS) today announced that it received a notice from the NASDAQ Listing Qualifications Hearings Panel on July 16, 2008 indicating that the NASDAQ Panel has determined to grant Sonus' request to continue the listing of its securities on The NASDAQ Global Market. The Company's continued listing on NASDAQ is subject to its compliance with certain conditions by August 29, 2008, including the implementation of a reverse stock split, the completion of its planned merger with OncoGenex Technologies Inc., and approval from NASDAQ of the combined entity's application for initial listing on The NASDAQ Capital Market upon completion of the merger.
http://ir.oncogenex.com/releasedetail.cfm?ReleaseID=322857
============== EXAMPLE 2 ==========================
On May 16, 2017, Jaguar Animal Health, Inc. (the "Company") received a letter from the Listing Qualifications Staff (the "Staff") of The NASDAQ Stock Market LLC ("NASDAQ") indicating that the bid price for the Company's common stock for the last 30 consecutive business days had closed below the minimum $1.00 per share required for continued listing under NASDAQ Listing Rule 5550(a)(2).
…
On April 20, 2017, the Company appeared before the NASDAQ Hearings Panel (the "Panel"), at which hearing the Company presented its plan to evidence compliance with the $2.5 million stockholders' equity requirement for continued listing concurrent with the closing of the Company's proposed merger with Napo Pharmaceuticals, Inc. ("Napo"). On April 27, 2017, the Company received formal notice that the Panel had determined to grant the Company's request for continued listing on NASDAQ, subject to the Company's completion of its proposed merger with Napo on or before July 31, 2017, and the Company's compliance with the $2.5 million stockholders' equity requirement as a result of the merger.
http://www.4-traders.com/JAGUAR-ANIMAL-HEALTH-INC-18445415/news/JAGUAR-ANIMAL-HEALTH-INC-Notice-of-Delisting-or-Failure-to-Satisfy-a-Continued-Listing-Rule-or-S-24458146/
============= EXAMPLE 3 =============================================
Nasdaq’s authorization for the continued listing of the Company’s common stock on the Nasdaq Capital Market following the Merger is a condition to closing under the Merger Agreement.
http://pdf.secdatabase.com/1067/0001101680-16-000095.pdf
&
I believe Boston posted an example before too. Boston, can you please dig in your posts and post it again?
========================================================================
From my previous post:
The whole voting for R/S carries 2 purposes:
1. For the appeal hearing to buy time (while they are wrapping the merger later...once announce.)...during these time, they need to stay listed until the merger is done.
*** In order to qualify for hearing, they must have some plans to show to the hearing panels later...this DEFA14A vote "TODAY" on R/S plays 1 perfect part (together w/ other plans) for hearing qualification purpose ***
2. #1 above & possibly coordinate w/ share swapping ratio. Many of my past posts show plenty of examples already. If the R/S is used to swap share, they will announce this the same moment the merger news come out.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133935532
============================================================================
*** They will NOT R/S out of nowhere ***
*** If they really wanted to fix the $1 issue to stay listed....the whole voting should have been done on July 29th, 2017 & R/S would have been effected already & the minimum $1 trading price should have been traded since July 31st, 2017 ***
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
*** Looking down from NASA ISS, ones can easily spot poisonous posts with agenda (intention to create Fear, Uncertainty, & Doubt) ***
========================================================================
Like always, nothing speak louder than a post full of links for readers to verify the info!
Stealthways:
Yes, I agree! R/S = Bears always drool on this! They are so in love w/ stock that effects R/S = yummy short attack = kaching for them!
But...Why they are so afraid of AMDA R/S this time?...Brain washing the bulls to vote NO on R/S = Bear ultimate goal to delay the merger plan!
Usually, a stock effects R/S = Bears "cream" in their pants & happy! This time, AMDA R/S = Bears "crap" in their pants & panic! Wonder Why!!!???
Reverse psychology...all the REAL bulls should vote YES = OPPOSITE of what the bears want you to do!
===============================================
OhManIDied:
Can you simplify your question? Thanks!
==============================================
farmer6:
Answers to your question regarding the AMDA vs EX*L scenario:
1. A hidden GEM = 12 Mils nano cap (A) about to merge (horizontally) w/ a 25 Bil Fortune 500 Big Cap (Z) vs. an OTC crap (EX*L) does a "REVERSE MERGER" w/ a private company!
2. http://imgur.com/a/L4yEy
3. AMDA = The only company in this universe that has unique, MEDICAL GRADE Si3N4 for implantable medical devices in humans (Spine, Hip, Knee, Shoulder, Dental, Disc...etc) & Non-Medical Applications!
4. EX*L = Ones can find plenty of these on ebay or amazon (APPAREL:Chestee, Shirts, Compression Shorts, Leggings, Sports Bras)...LOL...
5. Only good thing about EX*L is this: http://imgur.com/a/hDRwx
*** Hope I answered your questions ***
=================================================
MBD:
WINK! Wie gehts? Have you called Sonny & Team to complain about their "stealthy" move to checkmate the bears yet? Tell them that you worry about your 500K-share position
...lmao...maybe they will disclose all the secrets instantly to all the shareholders...Tell them not to fool a 30-year veteran stock investor! Also, please tell them to hurry up
and shoot out the speculative merger news! We, the REAL bulls are counting on you pal! TIA!
===================================================
LexTrader:
WINK! How are you, bud?
======================================================
Santa:
WINK! How are you doing today? How is Ms. Claus doing lately?
=====================================================
... who else did I miss to WINK! WINK! WINK! ...UH HUH...UH HUH...Peekaboo...I see you @@!
================================================================
http://www.amedica.com/news-media/events:
========================= PAST EVENTS ==============================
1. NSpine Main Conference (PAST - JUNE 12–JUNE 15, 2017)
*** I can't find the floor plan yet ***
+++++++++++++++++++++++++++++++++++++++++++++++++++++++
2. Ceramic Expo 2017 (PAST - APRIL 25–APRIL 28, 2017)
Exhibitors List :
http://www.ceramicindustry.com/ext/resources/Issues/2017/April/CI-Ceramics-Expo-Exhibitor-List.pdf
Floor Plan Image:
http://www.ceramicindustry.com/ext/resources/Issues/2017/April/CEX-Preview---0417-floor-map.pdf
*** ONLY AMEDCIA ATTENDED...ZIMMER WASN'T IN THE LIST = NOT CERAMIC BIOMATERIAL COMPANY ***
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
3. AANS Meeting (PAST - APRIL 22–APRIL 26, 2017)
Floor Plan Image:
http://imgur.com/a/6N2QD
Click Exhibitor List, then click the booth # next to Amedica or Zimmer:
http://www.aans.org/floorplans/AANS17/exfx.html#floorplan
*** Amedica & Zimmer were not nearby each other ***
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
4. AAOS 2017 (PAST - MARCH 14–MARCH 18, 2017)
Floor Plan Image:
http://imgur.com/a/1zeGc
Click Exhibitor List, then click the booth # next to Amedica or Zimmer:
http://s31.a2zinc.net/clients/AAOS/AAOS17/Public/eventmap.aspx?shmode=E&ID=1855&sortMenu=102000
*** Amedica & Zimmer were very far away from each other ***
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
==================== UPCOMING EVENTS ======================
1. CNS Meeting:
CNS 2017 Floor Plan Image (OCTOBER 9–OCTOBER 11, 2017)<<< I check Amedica website frequently...Last I saw was NOV not OCT...hmm:
http://imgur.com/a/lywBU
Click Exhibitor List, then click the booth # next to Amedica or Zimmer:
http://s15.a2zinc.net/clients/Corcoran/CNS2017/Public/EventMap.aspx
*** 10 STEPS AWAY & Zimmer has 4 booths this year (vs. only 1 booth in 2016) ***
*** Looks like these 3 smaller booths were purposely assigned to be closed to Amedica! ***
COMPARES TO 2016 Meeting:
CNS 2016 Floor Plan Image:
http://imgur.com/a/1eMWB
Click Exhibitor List, then click the booth # next to Amedica or Zimmer:
http://s15.a2zinc.net/clients/Corcoran/CNS2016/Public/EventMap.aspx
*** Very far away from each other & Zimmer only had 1 booth ***
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
2. NASS Meeting:
NASS 2017 Floor Plan Image (OCTOBER 25–OCTOBER 28, 2017)
http://imgur.com/a/09f2U
Click Exhibitor List, then click the booth # next to Amedica or Zimmer:
http://exhibit.nassannualmeeting.org/AM2017/Public/EventMap.aspx
*** The Guy next door & The Girl next door! Cuddling...like a newly wed couple! ***
COMPARES TO 2016 Meeting:
NASS 2016 Floor Image:
http://imgur.com/a/OLd78
Click Exhibitor List, then click the booth E next to Amedica or Zimmer:
http://exhibit.nassannualmeeting.org/AM2016/Public/EventMap.aspx
*** Both were very far away from each other ***
==================================================================
@@@ 2 Events will be in OCT = 4Q ... esp. the (CNS Meeting will be on 2nd week of OCT..last time on Amedica website showed NOV..hmm..were hiding something?)! @@@
@@@ More evidences show that the speculative merger will be done before 4Q! @@@
@@@ Both upcoming events in 4Q ... A & Z are very close to each others ... Coincidences Again? hmm... @@@
@@@ Means the announcement should be anytime! Bears will get caught w/ their pants down & showing the little "zizi" @@@
=======================================================
Brief history how FDA & ISO Cert. embarked in China:
FDA Quality Systems: If You Don’t Ask, They Won’t Tell
"In 2008, FDA opened its first overseas office in China. The agency now has offices in Beijing, Shanghai, and Guangdong.5
Its goal is to ensure the safety of products being imported into the United States from China.
By setting up offices in China, the agency hopes to work more closely with China’s State Food and Drug Administration (SFDA) to identify and prevent potential problems before products arrive at the U.S. border.
The plan is to work with Chinese manufacturers in order to educate and help them comply with U.S. requirements.
In February 2010, in a speech titled “FDA and the American Public: The Safety of Foods and Medical Products in the Global Age,” Margaret Hamburg, FDA commissioner, stated,
“Companies that sell contaminated products because of loose supply chain oversight need to face serious penalties. . .and cannot excuse themselves by blaming their suppliers, blaming FDA, or blaming anyone else.
Only when we have a sense of shared responsibility—and accountability —will we have a truly safe global supply chain.”6
It will most likely be easy to find plenty of manufacturers in China that are eager to work on a medical device project.
Additionally, it should not be too difficult to find suppliers that are ISO 13485 certified.
However, do not assume that this means that the manufacturer has a solid understanding of FDA quality system regulations.
There are plenty of ISO 13485–certified suppliers that would not come close to passing an FDA audit.
Even for those manufacturers that do have a strong grasp of FDA requirements, it is important to ensure their quality system aligns properly with the OEM’s.
This requires good planning and should be completed prior to starting any new projects."
http://www.mddionline.com/article/manufacturing-medical-devices-confidence-china
======================================================
https://twitter.com/amedicacorp?lang=en
Now let's talk about the ISO 13485:2016...
1. Version 2003 vs 2016:
http://www.sgsgroup.com.cn/en/Our-Company/News-and-Media-Center/News-and-Press-Releases/2016/03/New-ISO-13485-2016.aspx
========================================================
2. https://www.sec.gov/Archives/edgar/data/1269026/000149315217006356/0001493152-17-006356-index.htm
Click on the exhibit99-1 link:
https://www.sec.gov/Archives/edgar/data/1269026/000149315217006356/ex99-1.htm
*** Only talked about Japan PMDA...ones would wonder what about China CFDA = M.I.A...what is cooking in China? ***
"If China is medical device manufacturer, it must have ISO 13485 Certification.
If the products (medical devices) of China are to be sold in Japan, they must have an appointed MAH (Marketing authorisation Holder) in Japan,
which I believe is Japan ABC in this case and this MAH will register the product with PMDA-Japan, on behalf of China manufacturer."
https://elsmar.com/Forums/canada-medical-device-regulations/49208-iso-13485-china-manufacturing-facility.html
"Zimmer Biomet Holdings Announces Resolution of FDA Warning Letter Related to Its Zhejiang, China Manufacturing Facility"
http://www.prnewswire.com/news-releases/zimmer-biomet-holdings-announces-resolution-of-fda-warning-letter-related-to-its-zhejiang-china-manufacturing-facility-300472421.html
*** Really? another coincidence again? Really? ***
As a reminder: Why CFDA Clearance is important?
It will kick off this deal with Weigao Ortho Giant in China:
http://www.amedica.com/news-media/press-releases/detail/74/amedica-signs-exclusive-chinese-silicon-nitride
*** roughly 200K to 300K units on just 1 type of device: VALEO...addendums to contracts might follow later with other types of clearances in the future = Huge Future Revenue for Zimmer!) ***
*** There is no doubt Z will pay premimum for Si3N4 Tech ***
This is the list of products already cleared by FDA (There are others cleared in EU, Brazil, Australia,...etc...Japan & China coming soon):
https://www.accessdata.fda.gov/scripts/cdrh/cfdocs/cfPMN/pmn.cfm
*** in the "Applicant Name" field...just search Amedica Corp. ***
*** Of course the future killer of PEEK biomaterial = CSC + Valeo (Cleared in EU...The Bears BS about this clearance everyday!) will be taken care by Z after merger done...FDA won't give BIG Zimmer a hard time like they did w/ tiny Amedica! Size matter to FDA ***
"When your company sells medical devices in the U.S., it is mandatory that FDA enforce the law (Food, Drug and Cosmetic Act) using the QS Regulations to judge your manufacturing and design operations.
The ISO 13485 Standard is totally voluntary and, frankly, if your company doesn’t like the way that it is audited or the auditor that it chose, you can change auditors or, for that matter, change registrars rather seamlessly.
And yet another healthy dose of regulatory and business reality, my friends."
http://www.bonezonepub.com/1652-stop-treating-your-fda-inspection-like-an-iso-audit
"China FDA Proposes New Medical Device Clinical Trial Exemptions"
"The CFDA will accept comments from industry and other stakeholders on the draft lists through June 20, 2017.
The regulator last expanded its list of devices exempt from clinical trial requirements in September 2016"
https://www.emergogroup.com/blog/2017/05/china-fda-proposes-new-medical-device-clinical-trial-exemptions
*** Bascially, ISO Cert. is important & mainly applied in foreign countries like China, Japan, Australia, Brazil...etc ***
*** What is going on in China?...no ones know except Sonny & Team...We might have some big surprise out of nowhere (To make the bears crap in their pants!)...no one knows! ***
*** Could Weigao pulls some magical trick to convince CFDA for fast clearance (Clinical Trial Exemptions..US & EU Cleared & over 25K+ successful implants w/ 0 issue so far)... I won't be surprised if it is so...***
*** Is the last month updated version ISO 13485:2016 related to something in China or Japan as below ... ***
==================================================
3. Japan PMDA:
*** From Boston ***
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133950928
*** From Boston ***
"Specific links Chapter Two of Ordinance No. 169 and clauses of ISO 13485:2016 mentioned by the MHLW in the notice include:
Target manufacturers: Manufactures applying for new or partial-change Pre-Market Approvals or Pre-Market Certifications in Japan"
https://www.emergogroup.com/blog/2016/08/japanese-mhlw-takes-steps-toward-aligning-iso-134852016-its-own-qms-requirements
*** The recent update version of ISO 13485:2016 is possibly for prep. for PMDA clearance - Japan is a huge market due to high #s of elderly ***
==================================================
@@@ It looks like Sonny & his Team are waiting for something before they shoot out the merger news...but time is becoming very tight now if they want to close the merger before 4Q! @@@
All my opinions based on facts & links like always!
WINK @ " Popeyes ...how are you? Warum versteckst du dich...komm heraus und spiele mit mir?" WINK
WINK @ " 7948 M&M chocolate...I love M&M chocolate...yummy yummy yummy! "
My opinion again:
How long does the Appeals Process take?
Identification Number 461
Generally, the process takes two to three months from the time the notice of appeal is received from the company to the time that the Listing Council issues its decision.
The Listing Council generally meets once a month. However, a decision is not considered to be a final action until the Nasdaq Board declines to call the matter for review.
Accordingly, this may add another one to three months before the company can appeal the decision to the SEC.
The company is required to exhaust all of its administrative remedies within Nasdaq before it can file an appeal with the SEC.
Publication Date*: 7/31/2012 Identification Number: 461 Mailto Link
https://listingcenter.nasdaq.com/Material_Search.aspx?mcd=LQ&cid=107&sub_cid=2&years=0&criteria=2&materials=#
Plenty of time to wrap up the speculative merger in plan!!!
======================================
All noise from bears again...& trying to dress AMDA red on the trading, while singing the song "amda is going to $0 soon" WINK...
AMDA BULLS SHOULD VOTE YES to support Sonny & his team to help to wrap up the speculative merger in plan.
Bears wear Bull's clothes & convince the real bulls to vote no...ahem ahem...tactical mind games to delay the progress of the merger in plan.
Didn't know that Bears can vote? very comical!
===========================================
The whole voting for R/S carries 2 purposes:
1. For the appeal hearing to buy time (while they are wrapping the merger later...once announce.)...during these time, they need to stay lised til the merger is done.
*** In order to qualify for hearing, they must have some plans to show to the hearing panels later...this DEFA14A vote "TODAY" on R/S plays 1 perfect part (together w/ other plans) for hearing qualification purpose ***
2. #1 above & possibly coordinate w/ share swapping ratio. Many of my past posts show plenty of examples already. If the R/S is used to swap share, they will announce this the same moment the merger news come out.
I have provided plenty of examples...just browse back & read my past posts & pay attention to these merger news announcement examples...
..."prior to merge ....or .....prior to close the merger...will effect a R/S..." <<<< or in the merger news if they use R/S to swap share!!!
*** NOT R/S out of nowhere ***
*** If they really wanted to fix the $1 issue to stay listed....the whole voting should have been done on July 29th, 2017 & R/S would have been effected already & the mininum $1 trading price should have been traded since July 31st, 2017 ***
*** Rushing shareholders (vote TODAY) to vote just tells me they have something surprise for bears (trying to catch the bears... while their pants is down & showing their little "zizi" ***
==============================================
As little retail investors, we only care about the day they shoot out the merger news (the day that make the bears crap in their pants)...very soon!!!
The minimum 20 days & less than 30 days time bracket to postpone the meeting is to keep the record date at 7.19.2017 (on the DEF14A) purposely...
Looks like they don't want a particular group of "bad boys" to vote on the speculative merger later!
I still believe the anticipated DEFM14A (after the PREM14A = this needs to file to SEC to review the merger/acquisiton first) later we will see...
...they can use the Sep 07, 2017 date as a voting date to approve the merger (can't find a reason why not)...anyway...we only care about the day the merger news announcement...share price instantly jump high! KACHING!
*** If merger news out tomorrow, then it's good news...if not...i won't be surprised a bit...i have NO doubt the speculative merger is happening...guessing the day they announce the news is really tough & fun too..***
*** side note: DEFM14A (merger/acquisition) is dif from DEF14A ***
==============================================
All opinions based on facts & links (many past posts) of course...
WINK @ "7948 the mole & gangs were exposed by me...trying to discredit me? BTW...I love M&M chocolate...Are you into MM chocolate?" WINK
WINK @ "Blue Popeyes...how are you? Warum versteckst du dich...komm heraus und spiele mit mir?" WINK
DP60:
You are welcome!
============================
OhManIDied:
20% or less dilution to zimmer OS = no voting from them.
============================
Stealthyways:
Good post! "7 words, a comma & a few dots" says it all! Cooler heads prevail!
=============================
Buying all amda shares (fully diluted) or buying all amda assets (most valuable = Intellectual Properties, esp. the 2nd gen Si3N4 worldwide patent)?
Doesn't matter which option they use from the above statement, they have to find ways to pay for the acquisition:
1. Cash tender = maybe zimmer doen't have enough cash on hand to pay premium for amda (cash tender off = NO defer captial gain to amda SH); no preserve of NOLs benefits
a. How to get cash? Banks? Loans (leveraged BO)? <<< expose their intention to buy amda!
b. Public offering $X amount = instantly sell-off effect on ZBH pps! ? <<< expose their intention to buy amda again...direct dilution of $X amount worth of shares
c. Private placement (unregistered shares selling) ...who gonna buy? how to find buyers? <<< expose their intention to buy amda again.
OR
2. Share exchange? (based on swapping ratio & R/S) F i know why r/s involved!!! Sonny Team, the tax team & MA team know better all of us (how to structure the merger to take full advantage on taxes = NOLs, Defer Capital gain, etc)
a. Benefits AMDA SH (defer capital gain)
b. (less sell-off pressure on zbh pps) not everyone will sell zbh share instantly after share exchange...they want tax advantage...short (40% max) vs long (20% max) federal capital gain tax payment.
c. "Could" be NOLs from amda can help to offset some amount on their balance sheet later = help on their EPS! I am not a TAX expert...this is my guess.
d. Being "STEALTHY"...don't have to let the whole world know about their intention to merge w/ amda until the last minute! means no hostile bid pops up to f the deal up.... as long as law permits, even if Hercules off the hook = no disclosure requirement.
Being stealthy = under the radar = hiding the true motive = deter hostile bidders! They don't want anyone to F the deal up! NO ER = NO # = NO valuation = NO BID!
The guy Zim is THE ONLY ONES can see under Amanda'skirt so far! What a lucky dude!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133458974
e. They want amda investors to further invest in Si3N4 tech after merger...which make senses...some will for sure!
============================================================================
As with many buyouts the stock offered will be valued at a premium in order to entice the target company’s shareholders, officers, management and directors to go through with the deal. Yet in stock exchanges, the price could end up being substantially higher than a leveraged buyout or cash deal.
http://decarlaw.com/2014/10/the-advantages-and-disadvantages-of-stock-deals-versus-cash-deals/
*** A super biomaterial Si3N4 tech transfer from 30-employee little nano cap company w/ limited of resources to a big cap 15000-employee company w/ vast resources = tons of future revenue pull in, hence paying premium for the tech ***
==========================================================================
If you are a REAL bull, please help to dig in this search, you will see many real life examples of past merger cases & how real investors reporting their taxes on gain/loss in share swapping merger scenario.
https://www.google.com/search?q=stock+exchange+merger+tax+reporting+intuit&oq=stock+exchange+merger+tax+reporting+intuit&gs_l=psy-ab.12..33i160k1.108071.108071.0.109926.1.1.0.0.0.0.146.146.0j1.1.0....0...1.1.64.psy-ab..0.1.145.c7W_iei44LA
Looking into many examples from these past merger cases. We might find 1 similar to this speculative merger of A & Z.
======================================================================================
Using bird's-eye view, ones will clearly see the REAL bull vs. bear
When you watch movies, as the progress of the movies play out...near the end...you will see clearly the good guys & the bad guys all surface out! All stripes will show!
Pressuring AMDA management is helping the bears.
REAL bulls should help to pressure the bears not Sonny & his team!
Voting YES on R/S to help Sonny & Team to wrap up the speculative merger is to pressure the bears.
As a REAL bull, everyone should know what to do! Please do you part, VOTE YES on everything ... let Sonny & his team take care the rest!
All bulls should stay calm, get your popcorn out ready & watch how Sonny & his Team unfold the last card of this long poker game!
Thanks!
===========================EXAMPLE 1 ======================================================
This is a S4 Filing = Business Combination (When the merged finish)!
https://www.progress-energy.com/assets/www/docs/company/clean-amd5-july11.pdf
Search "Innisfree M&A" <<<<< This is the same company that handles our AMDA voting.
In the merger, Progress Energy shareholders will have the right to receive 2.6125 shares (to be adjusted as described
below) of Duke Energy common stock, par value $0.001 per share, for each share of Progress Energy common stock, no par
value per share, held at the time of the merger, with cash to be paid in lieu of any fractional shares (other than those held in
Progress Energy’s Stock Purchase and Dividend Reinvestment Plan). We will adjust this exchange ratio proportionately to
reflect the 1-for-3 reverse stock split with respect to the issued and outstanding Duke Energy common stock that Duke Energy
plans to implement prior to, and conditioned on, the completion of the merger. The resulting adjusted exchange ratio will be
0.87083 of a share of Duke Energy common stock for each share of Progress Energy common stock. Each outstanding option
to acquire, and each outstanding equity award relating to, one share of Progress Energy common stock will be converted into
an option to acquire, or an equity award relating to, 2.6125 shares of Duke Energy common stock, as applicable, as adjusted
for the reverse stock split as described above. Based on the number of shares of common stock of Duke Energy and Progress
Energy outstanding on July 5, 2011, the record date for the two companies’ special meetings of shareholders, and after giving
effect to the reverse stock split, Duke Energy expects to issue approximately 256.5 million shares of Duke Energy common
stock to Progress Energy shareholders. Based on these numbers, upon the completion of the merger, Duke Energy
shareholders and former Progress Energy shareholders would own approximately 63% and 37% of the common stock of Duke
Energy, respectively, which shares of Duke Energy common stock will be listed on the New York Stock Exchange.
To the Shareholders of Duke Energy Corporation:
We will hold a special meeting of the shareholders of Duke Energy Corporation on August 23, 2011 at
10:00 a.m., Eastern time, in the O.J. Miller Auditorium in the Energy Center located at 526 South Church Street
in Charlotte, North Carolina 28202, to consider and vote upon:
(i) a proposal to approve the amendment of the amended and restated certificate of incorporation of Duke
Energy Corporation to provide for a 1-for-3 reverse stock split with respect to the issued and
outstanding Duke Energy common stock in connection with the merger contemplated by the
Agreement and Plan of Merger, dated as of January 8, 2011, by and among Duke Energy Corporation,
Diamond Acquisition Corporation, a wholly-owned subsidiary of Duke Energy Corporation, and
Progress Energy, Inc., a copy of which is included as Annex A to the joint proxy statement/prospectus
attached to this notice, as such agreement may be amended from time to time and which we refer to as
the merger agreement, subject to the Duke Energy board of directors’ authority to not complete such
amendment if the merger agreement is terminated or the merger is otherwise abandoned (we refer to
this proposal as the “reverse stock split proposal”);
(ii) a proposal to approve the issuance of Duke Energy common stock, par value $0.001 per share, to
Progress Energy, Inc. shareholders in connection with the merger contemplated by the merger
agreement (we refer to this proposal as the “share issuance proposal”); and
(iii) a proposal to adjourn the special meeting of the shareholders of Duke Energy, if necessary, to solicit
additional proxies if there are not sufficient votes to approve either of the proposals above (we refer to
this proposal as the “Duke Energy adjournment proposal”).
(i) above to vote for the R/S to supplement the proposed merger!
I bet you they went thru. the same process we are going thru. right now!
========================================EXAMPLE 2 =======================================================================
This is a S4 Filing = Business Combination (When the merger finished)!
http://investors.nrg.com/phoenix.zhtml?c=121544&p=irol-SECText&TEXT=aHR0cDovL2FwaS50ZW5rd2l6YXJkLmNvbS9maWxpbmcueG1sP2lwYWdlPTY5ODY2OTQmRFNFUT0wJlNFUT0wJlNRREVTQz1TRUNUSU9OX0VOVElSRSZzdWJzaWQ9NTc%3D
Search "Innisfree M&A" <<<<< This is the same company that handles our AMDA voting.
PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT
Each of the boards of directors of RRI Energy, Inc. and Mirant Corporation has approved a strategic merger, combining RRI and Mirant in what we intend to be a “merger of equals.” RRI and Mirant think that the proposed merger brings together two organizations with complementary electric generating assets and a history of operating excellence to create a stronger, larger and more geographically diverse organization that will be well positioned to create greater value for all of our stockholders.
RRI and Mirant entered into an agreement and plan of merger on April 11, 2010 pursuant to which, subject to stockholder approvals and certain other customary closing conditions, RRI and Mirant will combine their businesses through the merger of Mirant with a newly formed, wholly owned subsidiary of RRI, with Mirant thereupon becoming a wholly owned subsidiary of RRI.
If the merger is completed, Mirant stockholders will receive 2.835 shares of RRI common stock for each share of Mirant common stock. This exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing. The exchange ratio will be adjusted, however, if the proposed reverse stock split of RRI common stock is approved by the stockholders of RRI and implemented by the RRI board of directors prior to completion of the merger. RRI stockholders will continue to own their existing shares and, other than any adjustment made to RRI common stock in connection with the proposed reverse stock split, the RRI common stock will not be affected by the merger. Upon completion of the merger, Mirant’s former stockholders will own approximately 54% of the then outstanding RRI common stock, based on the number of shares and equity awards (including warrants) of RRI and Mirant outstanding on [ • ], 2010. The value of the merger consideration to be received in exchange for each share of Mirant common stock will fluctuate with the market value of RRI common stock until the merger is completed.
Based on the closing sale price for RRI common stock on April 9, 2010, the last trading day before public announcement of the merger, the 2.835 exchange ratio represented approximately $11.20 in value for each share of Mirant common stock. Based on the closing sale price for RRI common stock on [ • ], 2010, the last trading day before the printing of this joint proxy statement/prospectus, the 2.835 exchange ratio represented approximately $[ • ] in value for each share of Mirant common stock.
RRI common stock is listed on the New York Stock Exchange under the symbol “RRI.” Mirant common stock is listed on the New York Stock Exchange under the symbol “MIR.” We urge you to obtain current market quotations for the shares of common stock of RRI and Mirant.
Your vote is very important. The merger cannot be completed unless RRI stockholders approve the issuance of RRI common stock in the merger and Mirant stockholders adopt the merger agreement. Each of Mirant and RRI is holding a special meeting of its stockholders to vote on the proposals necessary to complete the merger. Information about these meetings, the merger and the other business to be considered by stockholders at each of the special meetings is contained in this joint proxy statement/prospectus. We urge you to read this joint proxy statement/prospectus carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page [ • ].
To the Stockholders of RRI Energy, Inc.:
A special meeting of stockholders of RRI Energy, Inc. will be held at [ • ], on [ • ], 2010 at [ • ], Central Time, for the following purposes:
1. To approve the issuance of RRI common stock, par value $0.001 per share, pursuant to the Agreement and Plan of Merger, dated as of April 11, 2010, by and among RRI Energy, Inc., RRI Energy Holdings, Inc. and Mirant Corporation, as the same may be amended from time to time, a copy of which is attached as Annex A to the joint proxy statement/prospectus accompanying this notice (the “Share Issuance” proposal).
2. To approve amendments to RRI’s restated certificate of incorporation that would effect a reverse stock split of RRI common stock, pursuant to which 3, 3.5, 4, 4.5 or 5 issued and outstanding shares of RRI common stock, as determined by the RRI board of directors, would be combined and reclassified into one share of RRI common stock, and pursuant to which the total number of authorized shares of RRI common stock and RRI preferred stock would be proportionately reduced (the “Reverse Stock Split” proposal).
3. To approve an amendment to RRI’s restated certificate of incorporation to change the corporate name of RRI from “RRI Energy, Inc.” to “GenOn Energy, Inc.” (the “Name Change” proposal).
4. To approve any motion to adjourn the RRI special meeting, if necessary, to solicit additional proxies (the “RRI Adjournment” proposal).
#3 above to vote for the R/S to supplement the proposed merger!
I bet you they went thru. the same process we are going thru. right now!
===============================EXAMPLE 3 ===========================================================
https://seekingalpha.com/article/3833916-shareholders-rewarded-johnson-controls-tyco-merger
The second thing that I found initially confusing was the exchange offer from the JCI shareholder perspective. Tyco shareholders will receive a straight 0.9550 shares of the merged company for every share they own after a planned reverse stock split. No moving parts. No tax liabilities.
==========================DEFER CAPITAL GAIN TAX and/or NOLs ====================================================================
The whole planned merger (by Sonny & Team) w/ Zimmer is to DEFER CAPITAL GAIN TAX for AMDA shareholders (some people have shares more than 1 year will only pay FEDERAL long term capital gain (20% max) instead of short term gain (40% max)):
1. No Gain, No Loss - If you trade old shares for new through a merger or acquisition, the IRS does not look on the event as a taxable transaction. It doesn't matter whether the shares are preferred, common or private; nor does it matter whether the trade was voluntary on your part or if you voted for it. Your original investment has not been disposed of, as far as tax liability is concerned, and no capital gain or loss has to be reported.
http://finance.zacks.com/tax-stocks-exchanged-through-merger-acquisition-11818.html
2. 4.1 Scenario 1 - A 100% stock for stock transaction, no cash involved: Stock “A” is simply exchanged for Stock “B” or “C” in any possible ratio.
Examples: Take over or merger (or called “stock split” when it concerns one and the same company)
Tax consequences: NONE (as we all know) <<<<< DEFER until sell of stock later.
http://fairmark.com/forum/read.php?4,25851
3. Can also be done as a “reverse stock split” to freeze-out minority investors. Example: A
corporation has 100 shares of outstanding stock. Of those 100 shares, 60 are owned
by A, 36 by B and 4 by four other shareholders who each own one share. A and B vote
for a recapitalization whereby each shareholder receives one new share for every six
owned (a “6-for-1” reverse split). Any fractional shares that result will be cashed out.
Following the reverse split, A will own 10 shares, B will own 6 and the four single share
owners are cashed out (since they would each otherwise receive 1/6 of a share, and
fractional shares are cashed out). As a result, A and B cashed out the minority
shareholders without being taxed on the reverse stock split.
http://www.egsllp.com/TaxFreeBusAcq.pdf
====================================================================================
Many faux longs (bears disguised as bulls) which DON'T own shares...pretent to claim that they own gazillions shares & voted no on R/S...cough cough
Also, trying to convince the naive bulls to vote no too...
The R/S voting is playing part of their plans to merge w/ Zimmer. The bears are trying to create a roadblocks to delay the well-plan merger from happening!
REAL bulls shouldn't be falling for their tactics!
THE WHOLE PLOT TO MERGE W/ ZIMMER WAS METICULOUSLY PLANNED!
PLEASE SUPPORT THEIR PLANS & VOTE YES TO R/S IF YOU ARE A REAL BULL!!!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133775048
As of June 30th, 2017
https://fintel.io/soh/us/zbh/jana-partners-llc
JANA shows 1.6% = 3.2 Mils share stake in ZBH:
3,195,300 shares @ $128.40 = $410,277,000 = 1.6% of ZBH OS
804,700 shares (option call) @ $128.40 = $103,323,000 = 4 % of ZBH OS (ZBH PPS has been tanking since then, I doubt they already turned that into shares yet...& we don't know when is the expiry of these call options)
Total of 4Mils shares if they already turned the options into shares = 2% of ZBH OS = $500 mils spent from $1 bil cashed out from Wholefood stake.
From July 1st til now...they might buy more shares on opened market or private placement from ZBH to spend the rest of $500 Mils (up to 2% ZBH OS = around 4Mils shares)....We won't be able to find out until 90 days from now...the real stake from them...finally 2% (stopped as of June 30th) or max 4% (more buying from July 1st).
Basically, my previous prediction still valid....If maximum of 2% of ZBH OS private placement JANA ever took from ZBH since July 1st or even 0% private placement if they continued to buy shares in opened market since July 1st.
So in 3Q if ZBH increased 10% of their OS which caused their EPS to shrink 10%...then these 8% to 10% = AMDA stakes in ZBH after horizonal merger!!!!
Once merged, spine, hip, knee, shoulders dental, disc, etc will be upgraded to Si3N4 tech in just matter of time! US, EU, Japan, China, ROW (Rest of World)...
Don't under estimate the real value of AMDA's Si3N4 tech! Ones can dream & the dream might come true!
==============================================================================================
Friday, 8.18.2017 til Thursday, 9.7.2017 = 20 days (which is legit based on the Delaware Law):
(c) The agreement required by subsection (b) of this section shall be submitted to the stockholders of each constituent corporation at an annual or special meeting for the purpose of acting on the agreement. Due notice of the time, place and purpose of the meeting shall be mailed to each holder of stock, whether voting or nonvoting, of the corporation at the stockholder's address as it appears on the records of the corporation, at least 20 days prior to the date of the meeting. The notice shall contain a copy of the agreement or a brief summary thereof. At the meeting, the agreement shall be considered and a vote taken for its adoption or rejection. If a majority of the outstanding stock of the corporation entitled to vote thereon shall be voted for the adoption of the agreement, that fact shall be certified on the agreement by the secretary or assistant secretary of the corporation, provided that such certification on the agreement shall not be required if a certificate of merger or consolidation is filed in lieu of filing the agreement. If the agreement shall be so adopted and certified by each constituent corporation, it shall then be filed and shall become effective, in accordance with § 103 of this title. In lieu of filing the agreement of merger or consolidation required by this section, the surviving or resulting corporation may file a certificate of merger or consolidation, executed in accordance with § 103 of this title, which states:
http://delcode.delaware.gov/title8/c001/sc09/
========================================================
In connection with an M&A transaction, public
companies sometimes find it desirable to delay
a previously scheduled stockholders meeting.
Adjournment is the most traditional method, but
a recess or postponement may be appropriate. In
any event, a review of the company’s charter and
bylaws, applicable state or foreign law, the federal
securities laws and the agreements governing the
transaction must be analyzed
http://www.gibsondunn.com/publications/Documents/HerzecaGallardo-DelayingJudgmentDay.pdf
===========================================================================
If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with § 213(a) of this title, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
http://codes.findlaw.com/de/title-8-corporations/de-code-sect-8-222.html
==============================================================================
There are about 24 more days til September 07, 2017 (passed the minimum 20 days = least amount of days to postpone for next meeting & right under 30 days = required a notic of adjourned meeting)
Can you see how Sonny & Team plan their game...in very tight time frame.
Why not on Sep 1st? Less than 20 days from Aug 14th
Why not on Sep 15th? More than 30 days from Aug 14th.
Tomorrow is the day they will receive the letter from Nasdaq + 3 more days to notify shareholders = Friday or sooner!
So as long as they announce the merger by Friday or sooner, everything is LEGIT!
In the process of merging, they will ask Nasdaq some extra time to stay listed until the merger process is done...Then they will voluntarily filed Form 25-NSE to retire their securities.
Accelerated options vesting expire on July 25th, 2017 + 60 days = September 24th, 2017 per their DEF14A...
http://ih.advfn.com/p.php?pid=nmona&article=75337706 (page 16)
Falls under the end of 3Q...their original plan!
That is why CSC will be submitted in OCT based on their prelim 8K on Jun 9th, 2017 (using ZBH big name to persuade FDA)
Also, the head of spine @ ZBH is stepping down this coming Sep 1st, 2017 as well...
And this:
Dan Florin (Acting CEO Zimmer)
"The spine market, again, we believe we are going to be growing in that market in Q4" from:
Dan Florin
Craig, I would tell you that our strategic priorities and objectives are unchanged, accelerated top line growth with full product supply and with strong commercial execution, while at the same time making progress on our production and quality enhancement program and then moving ahead with the critical R&D programs that we have talked about. Management and the board frequently discuss and evaluate many strategic alternatives: divestiture, acquisitions, adjacencies, focusing on what would deliver long-term value to shareholders. So, that’s always the conversation. We believe in the spine and dental markets. The spine market, again, we believe we are going to be growing in that market in Q4. We are very excited to have the LDR portfolio as part of that business. The dental side, as we have described, dental did decline in the quarter. That actually was consistent with our internal expectations for Q2. That was really tied to disruption in our European commercial organization as we reposition that for long-term growth. Importantly, the U.S. had a positive growth quarter, the first one in quite some time. So that’s very encouraging. As we have described previously, Craig, we like the dental market. We estimate that market growing 3% to 5%. The business provides an attractive return on invested capital. We need to get it growing. We are making adjustments to the portfolio. We have just hired an excellent leader for the dental business. And as we sit here today, we believe in the market and our ability to restore momentum in the dental market.
above wordings from Zimmer 2Q CC transcript:
https://seekingalpha.com/article/4092394-zimmer-biomets-zbh-ceo-dan-florin-q2-2017-results-earnings-call-transcript
who is AMEDICA again? spine company backed by the unique super biomaterial Si3N4!
"At Amedica, we are the only manufacturer of medical grade silicon nitride.
Our innovative, patented biomaterial technology is ideal for use in spinal fusion and across a variety of medical applications."
http://www.amedica.com/
ah hah .... Too many coincidences, ins't it? Not really! ALL MERTICULOUSLY PLANNED! When to file & what to file = all planned out carefully! Kudos to Sonny Team & Zimmer Team as well!!!!
I am expecting some news this week. I can't find a legit reason for Sonny & Team to push this further....
It should be new item to vote on: approve the merger in the next DEF14A or DEF14A-amend
The SAGA is about to end nicely for REAL LONG INVESTORs!
==============================================================================
Bears are still trying hard to spin BS all day like it will be the end of the world for AMDA land.
Desperate to fool people to sell into their scare tactic.
look look to see who dumped all shares before June 30, 2017!!!!!!!!!
https://fintel.io/so/us/amda
look back at the chart, you will see the pps attack on last week of May....
then June 9th or June 10th, the hidden forces jumped in & bought many shares...pushed it up to .40ish
Then the bears all come out to sing the song "amda going to zero"
Looks like someone is really pissed...failed to attack the pps ...to bring it under 20 cents!!!!
Bears spin "going private" = R/S kill this BS spin
Bears spin "OTC" = R/S kill this BS spin too..
R/S is for share swapping purpose!
All real longs please vote YES to both!
Karmic Justice coming very soon!!!
Alright folks (IMO..):
Acquisition with shares example video (very simple form of share exchange example only; of course AMDA & Z’ share swapping scenario will be more complicated than this):
https://www.khanacademy.org/economics-finance-domain/core-finance/stock-and-bonds/mergers-acquisitions/v/acquisitions-with-shares
Every merger case is unique. It’s a case by case scenario based on the merger agreements. There is no identical merger case. All merger cases based on the BO valuation, then derive the exchange ratio (based on the trading PPS of acquirer & target companies). The exchange ratio reflects the R/S ratio. In the case of AMDA & Z:
Acquirer’s PPS = $110 (as of now)
Target’s PPS = $.345 (as of now)
110 / .345 = 300 plus times…CRAZY...
It’s quite complicated to swap share between the above PPS from Acquirer & Target. Hence, I think the R/S should play a part in the share swapping on the speculative merger that we (REAL LONG INVESTORS) have been waiting for! IMO…the BO news will include the details of R/S & share swapping ratio.
There are many types of M&A (Some help to preserve the NOLs):
http://www.egsllp.com/TaxFreeBusAcq.pdf
macabacus.com/taxes/tax-free-acquisitions
https://www.lw.com/upload/pubcontent/_pdf/pub1311_1.pdf
https://www.youtube.com/watch?v=syleM4R1Etw
https://www.slideshare.net/satyambarsaiyan/corporate-finance-chapter10
I am not an expert in TAX & M&A. All I do is “googling” & learn stuff day in & day out. I am just like all retail investor “joes” here. I am dying to see the details of this speculative merger! There must be some interesting things to learn from this coming merger case.
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On 9/5/2009, Flextronics agreed to acquire IDW in a stock- for-stock merger with an aggregate value of approximately $300 million. The share exchange ratio used at closing was calculated using the Flextronics average daily closing share price for the 20 trading days ending on the fifth trading day immediately preceding the closing. Transaction terms identified the following three collars:
1. Fixed Value Agreement (SER floats-offer price fixed within a range): Offer price was calculated using an exchange ratio floating inside a 10% collar above and below a Flextronics (acquirer) share price of $11.73 and a fixed purchase (offer) price of $6.55 per share for each share of IDW (target) common stock. The range in which the exchange ratio floats can be expressed as follows:
[$6.55/$10.55] x $10.55 ≤ [$6.55/$11.73] x $11.73 ≤ [$6.55 /$12.90] x $12.90
.6209 x $10.55 ≤ .5584 x $11.73 ≤ .5078 x $12.90
.6209 shares of Flextronics stock issued for each IDW share (i.e., $6.55/$10.55) if Flextronics declines by up to 10%
.5078 shares of Flextronics stock issued for each IDW share (i.e., $6.55 /$12.90) if Flextronics increases by up to 10%
2. Fixed Share Exchange Agreement (SER fixed-offer price floats within a range): Offer price calculated using a fixed exchange ratio inside a collar 11% and 15% above and below $11.73 resulting in a floating purchase (offer) price if the average Flextronics' stock price increases or decreases between 11% and 15% from $11.73 per share. (See the next slide.)
3. The target, IDW, has the right to terminate the agreement if Flextronics' share price falls by more than 15% below $11.73. If Flextronics' share price increases by more than 15% above $11.73, the exchange ratio floats based on a fixed purchase price of $6.85 per share. b (See the next slide.)
The share exchange ratio varies within a range of plus or minus 10% of the Flextronics’ $11.73 share price.
IDW is protected against a potential “free fall” in Flextronics share price, while the purchase price paid by Flextronics is capped at $6.85.
booksite.elsevier.com/9780123854872/content/Section1/Chapter_11.ppt
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Under the terms of the merger agreement, each share of Progress Energy common stock has been converted into the right to receive 0.87083 shares of Duke Energy common stock (which reflects the impact of the 1-for-3 reverse stock split that occurred immediately prior to the closing of the merger).
https://news.duke-energy.com/releases/duke-energy-progress-energy-complete-merger
Why do a reverse stock split?
There are a number of reasons. For Duke, the reverse stock split is expected to bring the company’s stock price more in line with our peer companies and would reduce the number of shares outstanding.
Currently, Duke has more than 1.3 billion outstanding shares. After the Duke/Progress merger closes, if there were no reverse stock split, the company would have to issue approximately 750 million additional shares, bringing the total to more than 2 billion shares, which is a very large amount.
Doing a reverse stock split makes sense for the company so that the total number of outstanding shares is more manageable. By reducing the number of shares outstanding, the reverse stock split would also ensure that Duke will have enough shares authorized for issuance to Progress Energy shareholders in the merger.
people.stern.nyu.edu/cmcgill/courses/b4000xx/stock_cash_financial_perspective.ppt
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Prior to the merger, Transcept effected a 12-1 reverse stock split of its outstanding common stock. As a result of the reverse stock split, every 12 shares of Transcept common stock outstanding immediately prior to the merger were combined and reclassified into one share of Transcept common stock.
investor.paratekpharma.com/phoenix.zhtml?c=253770&p=irol-newsArticle&ID=1983835
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Immediately prior to the merger, Tyco will effect a reverse stock split so that Tyco shareholders will receive a fixed exchange ratio of 0.9550 shares for each of their existing Tyco shares.
http://www.johnsoncontrols.com/media-center/news/press-releases/2016/01/25/johnson-controls-and-tyco-to-merge
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As part of the deal, announced Monday, each Swift share SWFT, +1.67% would be converted into 0.72 share of the new entity through a reverse stock split.
http://www.marketwatch.com/story/trucking-companies-swift-and-knight-to-merge-in-stock-swap-2017-04-10
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Combine companies & new company formed:
The holders of shares of Madrigal common stock outstanding immediately prior to the merger received 0.1593 shares of Synta common stock in exchange for each share of Madrigal common stock in the merger. The exchange ratio reflects the one-for-35 reverse stock split. Following the reverse stock split and the merger, the combined company has approximately 11.3 million shares outstanding.
https://globenewswire.com/news-release/2016/07/22/858318/0/en/Madrigal-Pharmaceuticals-Completes-Merger-with-Synta-to-Create-Leading-Cardiovascular-Metabolic-Diseases-and-NASH-Company.html
………
On August 20, 2015, prior to the closing of the merger, Targacept completed a seven-for-one reverse stock split.
http://ir.catalystbiosciences.com/phoenix.zhtml?c=254141&p=irol-newsArticle&ID=2081101
More examples of how share swapping merger scenario:
www.google.com/url?sa=t&rct=j&q=&esrc=s&source=web&cd=10&cad=rja&uact=8&ved=0ahUKEwjRy_3ipM7VAhVlilQKHZKrD_MQFghdMAk&url=http%3A%2F%2Fhighered.mheducation.com%2Fsites%2Fdl%2Ffree%2F0070656147%2F535334%2FCh33.pdf&usg=AFQjCNHmB7b-Og_m4xIb0oesxbAkDJ9loA
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I won’t be surprised a bit that the sole purpose of voting is to shoot out a surprise “stealthy merger vote”. Sonny & Team might have special proxy voting power to make special decision regarding the merger. Also, Sonny & Team might set up a “stealthy” move to checkmate these haters to surprise them! What a payback in the making! I am expecting 3 more stealthy moves from Sonny & Team...boom, boom, boom in a very tight time frame...STALEMATE!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133458974
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Monday is the day we will see the stakes of JANA in ZBH OS (in % wise), we will see in this:
https://fintel.io/so/us/zbh (as of now, JANA’s Form 13 isn’t there yet)
but…
I still stick to my theory of 4% JANA stakes from ZBH OS:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133537749
It also leads to my theory of the % of AMDA reflexes on ZHB OS after merger:
Zimmer Biomet Holdings, Inc. (NYSE:ZBH) issued an update on its third quarter earnings guidance on Thursday morning. The company provided earnings per share (EPS) guidance of $1.72-1.77 for the period, compared to the Thomson Reuters consensus estimate of $1.95.
https://www.chaffeybreeze.com/2017/08/06/zimmer-biomet-holdings-inc-zbh-updates-q3-earnings-guidance-updated.html
EPS calculation is very simple:
http://www.investopedia.com/terms/e/eps.asp
As you can see, the top part of the equation (I called it X amount) divided by the OS (basic vs diluted).
Based on the below link, ZBH has around 202 mils average OS (basic = 201 mils, diluted = 203 mils).
https://www.sec.gov/Archives/edgar/data/1136869/000119312517237402/d417601dex991.htm
So, on their 2Q Conference day (July 27th, 2017) & prior, consensus analysts estimated ZBH’s 3Q EPS based the known fact of total OS of around 202 mils average.
Now, we go back to the above equation of EPS calculation:
X amount / 202 mils = $1.95 (Thomson Reuters consensus estimate of $1.95)
BUT…
The company provided earnings per share (EPS) guidance of $1.72-1.77 … only
I will use $1.75 (average) for the calculation…
So, there will be 2 scenarios in ZBH 3Q ER that will lead to 10% DROPS in EPS ($1.75 guidance vs $1.95 expected from analysts)
? X Amount will drop 10% to become Y amount, yields:
Y amount / 202 mils (no OS increase) = $1.75 <<< This contradicts w/ JANA stakes = add shares to current OS of 202 mils!!!
? The OS will increase by 10%+, yields:
X amount (didn’t change) / {202 mils + (10% plus from 202 mils)} = 222 Mils OS average
Logically, #2 above makes more sense, parallel w/ the increase of OS theory (after JANA added shares = my theory of 4% only) & Where is the other 6%+!!!??? Hint Hint….Hello!!! Who will be the owner of these 6% plus of ZBH increased OS later? Speculation of course!
6%+ equates to about 12 mils + shares (From here you can guess the BO VALUATION!)
I am not going to go there...Use your own imagination guys & gals.
Look at this chart, you will see their past actual results vs. the pros’ predictions (green = actual; gray = Wall St. Consensus)…were pretty much in a very close range:
https://www.estimize.com/intro/zbh?utm_content=zbh&utm_medium=eps_update&utm_source=stocktwits#chart=historical
From the above chart, you see a sharp, downward turn of EPS on this coming 3Q that surprised the analysts.
And 30, 60 & 90 days ago, the analysts thought it will be $1.95 range too:
https://www.zacks.com/stock/quote/ZBH/detailed-estimates
That speculative, new total # of OS caught consensus analysts off guard (only ZBH insiders know there will be increase of OS ahead of time = inside info = not public yet!!!, hence their 3Q guidance of 10% drop in EPS). ZBH PPS has been tanking since then…from $130 to $110.xx as of this moment.
This is just speculative calculation based on logical approach. I could be wrong!!! Don’t bite me… If I am proven wrong later! Chill! I am not GOD!
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Old school way of share swapping using paper certificate:
https://www.wsj.com/articles/SB999553371387135083
http://www.ijtef.org/vol6/442-CF30005.pdf
http://h30261.www3.hp.com/faq/faq-about-compaq-share-exchange.aspx
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Our best friend, the PEEK biomaterial (antitrust violation!):
https://www.ftc.gov/enforcement/cases-proceedings/141-0042/victrex-plc-et-al-matter
Medical Devicde Market Controller using PEEK Biomaterial lays off @ their manuf. Distr. Center.
http://www.chicagotribune.com/business/ct-illinois-mass-layoffs-medtronic-0805-biz-20170804-story.html
Could this be the results of Lyons & Long new contracts w/ many hospitals (based on the prelim 8K on Jun 9th, 2017)
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Bears are still fighting very hard to dress AMDA as a POS stock!
The Bears are trying so hard to knock the pps down… The bears have been trying many ways to create FUDs to fish for fainted hearts to sell their shares, so the bears can trigger a sell-off illusions.
? Act like a victim of P&D… narrative of a victim of a POS stock
? Attack the commander of the company (Sonny) that turns the company around & killing their plans to bring AMDA to BK level, so they will win 100% (W/O having to cover their short positions & kill the superior biomaterial Si3N4 compares to other inferior biomaterial (PEEK, ZTA, …etc)
? Discredit the FACT posters.
? Calling for AMDA going private for $2.5 Mils…for real? Voting for R/S is enough evidence shows that their “going private” claim is totally BS…What a contradiction in their scare tactics.
? Unethically created FAKE glassdoor reviews on AMDA CEO (said he watched porn in the office & his nurses operated on his patients)
? Many more...etc...
fake 38K sold to own account to create an illusion of FAKE sell-off
but the 300K bids show up!
https://imgur.com/a/HfnPP
the manipulators can suck it now!
Will talk about AMDA next time ok? It's late here.
Du hast einen guten morgen!
WINK!
Thought we just talk about AMDA?
What is up with the "A**" now?
“Who knows himself a braggart, let him fear this, for it will come to pass that every braggart shall be found an ass.”
Well then I have to give you the answer to my joke:
Left butt cheek tells the right butt cheek not to talk to the guy in the middle?
A: That guy is an "A**H***"
ok ok ok...thanks for the answer...
May be i should ask like this...how many warrants to buy shares does ALPHA CAPITAL ANSTALT have?
"A wise man can play the part of a fool, a fool can never play the part of the wise man...And the master of the wise man can see how both play"
I edited the post to add my favorite word:
*WINK*
I find a question about AMDA:
http://ih.advfn.com/p.php?pid=nmona&article=75337706
based on the above link:
It says 12.2 Mils warrants....
Based on your last post, you said you voted YES on R/S.
Looks like you've invested hard earned $ in this AMDA
How many shares of warrants that ALPHA holds? Do you keep track of them? Possibly Windbag knows if you don't...can you please help me to ask him. Your posts & his posts make me so worry about my HARD EARNED $$$.
Danke für Ihre Hilfe!
oops...sorry...i just read it now...thanks for the tips!
Will talk about amda later?
pinky swear?
wink!
You ever heard a joke about...
Left butt cheek tells the right butt cheek not to talk to the guy in the middle?
Don't under estimate a "pump campaign":
PEEK BOYS lay off @ their manuf. Distr. Center.
http://www.chicagotribune.com/business/ct-illinois-mass-layoffs-medtronic-0805-biz-20170804-story.html
lol..no wonder your best friends "bear" didn't come out & spin the "insider trading" issue again.
i mis-read the form...
lol..thanks for the correction...i didn't read the top part on my phone
Sonny exercised all 660K warrant @ .42 = matching exactly the value dictated on the loan term.
We now can put this warrant subject to rest.
Next is when the hercules paid off news will be out if there is one.
The keyword is "WARRANT" = INSURANCE!
Now you use your imagination to see if you get what I try to hint? (nothing to do w/ Sonny's new warrant!)
No more safe net bears...time to cover!
Fake wall on Ask side = scare tactic = illusion of someone wants out...
It will be slowly swallowed by TRUE longs.
After sr. loan (hercules) is gone:
1. 100% full control of IPs & assets = in Sonny & Team hands
2. Any loan term from Sonny LLC can be bent in anyway they want.
i.e. warrants can be removed from the loan term anyday.
i.e. sell the loan to 3rd party w/o the M&A prevention clause
i.e. etc...
Everything is legal!!!
BO news is not out as of loan signed.
After loan signed, no BO news still.
Plenty of time to modify Sonny Loan Term to fit SEC regulations!
Bears can spin BS all day about insider trading (nothing is traded yet!)
Their last safe net (hercules loan) = GONE!
YES...VOTING YES ON R/S = part of the plan to exchange share w/ zimmer
YES...BAL will be fired (from CEO post) & will be in a new pos @ Zimmer later.
Better cover short positions now!
Someone contacted IR before and asked about the Hercules Loan.
They said they were in the process of modify the loan term w/ Hercules.
So this must be it...to allow a workaround (junior loan) instead of removing the already concreted M&A clause in the Loan Term.
Regarding the warrants from Sonny...Sonny & Team already know what to do w/ it...Everything is in the hand of Sonny & Team now. Full control of IP Assets... Bears can cry all they want to SEC...Good Luck w/ that.
Hercules can now be paid off anytime or could have been paid off already
(another piece of puzzle is completed)
1. Basically, Sonny lends the $2.5Mils to AMDA using his own LLC. (most likey is used to pay off Hercules loan first) = take full control of the IPs assets.... removing the M&A prevention clause.
2. In the new loan clause, involved warrants to Sonny, the bears spin that Sonny will be in jail for insider trading...
3. BO news is not announced...no trading involved so their BS = moot point.
4. I bet the loan from Sonny will be modified or will be adjusted on some filings later like removing warrants.
5. Or ask someone else to take over Sonny's loan w/o the M&A prevention clause..
Just a very smart, sneaky move by Sonny & Team to get rid of Hercules, the blocker of M&A.
& The payment is only interest 20K/month VS. 550K/month to Hercules!!!
It's a bridge loan to get the merger done in a legal way.
Before & After the loan signed ...BO news is not announced yet..
Step 1 is to remove hercules loan.
Step 2 modify the sonny's loan term (remove the warrants)...Sonny is the lender now...as long as he is ok...why not!
He can bend the loan term whichever way he wants.
The point here is kick hercules out & take full control of the M&A clause...
3. They can afterward ask another loaner to buy up Sonny's loan too! why not!!! legit!
Using bird's-eye view, it's actually very legit & simple.
The moment the loan signed, AMDA is not in the vendible condition (Thanks to Hercules Loan Term = Create this loopholes)!
How the heck ones will know what they would do with these loan money. they can choose to pay off Hecrules Loan, use as expenses for operations, etc...Buy a yatch for Sonny...lmao. And even after the Hercules loan paid off, they can choose not to sell the company or not..nothing is warrant (But of course we know what this $ is for!).
In the loan term, it doesn't say it will use the new junior loan to remove the M&A clause in the Sr. Loan (Hercules) to sell the company. It's simply a loan.
After BO news, the BEARS can go & cry to SEC & tell them it's not fair. Sonny will be laughing @ you bears! This is a so called "workaround" the Hercules loan.
lol...
He said insider trading issue...
Well, it is or not...will find out soon. This is to zap the hercules loan off in order to remove the M&A prevention clause first.
Whatever next move they do, pass this loan to new owners?
Sonny & his Team will know what to do.
I said the loan is temporary to finish up the merger.
You can argue about Sonny will go to jail...lol.
Don't forget, Sonny isn't a dumb person that he won't consult w/ his attorney buddies before this move. There must be something you & I actually don't know about this type of setup.
Only a few more days til the voting. Need not to argue anymore. We all will find out soon.
Corporate finance[edit]
Bridge loans are used in venture capital and other corporate finance for several purposes:
To inject small amounts of cash to carry a company so that it does not run out of cash between successive major private equity financings
To carry distressed companies while searching for an acquirer or larger investor (in which case the lender often obtains a substantial equity position in connection with the loan)
As a final debt financing to carry the company through the immediate period before an initial public offering or an acquisition.
https://en.wikipedia.org/wiki/Bridge_loan
Bears deadmeat!
lol...in order to make my special friend " the mole 7948 & his gangs were exposed by me " very happy...i would like apologize that i used "5" instead of "1"
now...changed that ..it shows roughly $200K principal payment per month with 20k interest...
http://www.bankrate.com/calculators/mortgages/loan-calculator.aspx?loanAmount=2500000&years=1.000&terms=12&interestRate=10.000&loanStartDate=03+Aug+2017&email=&lightbox=true&show=true&showRt=false&prods=388&monthlyAdditionalAmount=0&yearlyAdditionalAmount=0&yearlyPaymentMonth=+Aug+&oneTimeAdditionalPayment=0&oneTimeAdditionalPaymentInMY=+Sep+2017&ic_id=mtg_loan_calc_amortization_btn
But only paying interest = purposely!!!!!!!!!!
Currently, 550K payment to Hecurles vs. 20K monthly payment!!!!!
But for real though...doesn't it really matter anymore????
This junior loan payoff will be on the S4 SEC filing = business combination later! bank on that!
The whole intention is a workaround to pay off Hercules loan to get the M&A clause removed, then sign the merger deal!!!
shooting down the messenger to discredit the messenger & his DDs....
Ask the audiences to see who they should trust.
http://www.bankrate.com/calculators/mortgages/loan-calculator.aspx?loanAmount=2500000&years=5&terms=60&interestRate=10.000&loanStartDate=03+Aug+2017&email=&lightbox=true&show=true&showRt=false&prods=388&monthlyAdditionalAmount=0&yearlyAdditionalAmount=0&yearlyPaymentMonth=+Aug+&oneTimeAdditionalPayment=0&oneTimeAdditionalPaymentInMY=+Sep+2017&ic_id=mtg_loan_calc_amortization_btn
$20K interest payment ONLY for the First 12 months....
smart work around!!!!!!!!!!!!!!!! hahahha
Goodbye Hercules = M&A time!
Not necessarily...
Sonny sure have securities attorney advised him already.
https://opencorporates.com/companies/us_mo/LC1278223
not a newly formed too (5 years old) ... legit legit legit...