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The NV SOS has been wrong for a couple years now. It is 150 mill a/s per their filings. The NV SOS has said 10 million for a few years. I think there was a typo that never got fixed.
Recent Developments (from website and posted to ibox): Recent Developments:
The Company has changed direction with the new hiring of Scott Crompton as Chief Operating officer reporting directly to the board of directors as of September 9, 2013. The Company intends to diversify from being only involved in mineral exploration into new markets and thereby expanding its assets and shareholder value and equity. The Management team has identified potential new and unique market opportunities in which GSML will partner with small and midsized companies within the United States as well as Internationally for the sole purpose of building a diversified portfolio and multiple income opportunities.
GSML will target small and medium sized business that have the ability to grow but only with the right management and capital structure that GSML can bring to the Company. Also with the right capital structure through funds raised from the public and private sector and banking contacts that GSML has. Designed for each acquisition.
The future structure of GSML will be that of a Holding Company with multiple partnership arrangements. The partnerships can be the following; Controlling or non-Controlling partnerships. Controlling ownership in a business can be in a variety of legal structures that will be determined on a case by case basis.
Partnerships and Joint ventures will be determined by legal structure and valuation. It is GSML's intent to do proper due diligence for every transaction and use third parties to verify assets and financials, as we continue down the path to identifiy strategic relationships for GSML to improve shareholder value.
Yes it is the old one. I updated the ibox again. New COO, I guess Dixon's deals sucked and they got rid of him (those 3 websites were really ghetto, so probably for the best). Scott Crompton is the new COO (television and media experience).
http://www.gsml.co
Please see the new ibox
You're not going to believe this. New website (which is the old one) and new COO again. Ian Dixon gone, some guy named Scott Crompton
Half the material from the webpage now just shows blanks. NV SOS needs to be updated my next Monday.
Z doing well off that EMA(20) bounce Friday. DDD might do well soon, could be next big fad stock like TSLA.
Fwiw, draw a daily chart for Z and the EMA(20). Look where it bounced today. That also seems to work for TSLA. Hopefully whatever level it raises to Monday is not breached either.
Any thoughts on Zillow here $Z
An we're back to square one like none of this ever happened.
Never got a response, oh well
Hmm, NHLD some bidwhacking, selling at .341 now, down 7.84%, which means GTAX will still trade between .08 and .09
Definition of 'Merger Arbitrage'
A hedge fund strategy in which the stocks of two merging companies are simultaneously bought and sold to create a riskless profit. A merger arbitrageur looks at the risk that the merger deal will not close on time, or at all. Because of this slight uncertainty, the target company's stock will typically sell at a discount to the price that the combined company will have when the merger is closed. This discrepancy is the arbitrageur's profit.
Investopedia explains 'Merger Arbitrage'
A regular portfolio manager may focus only on the profitability of the merged entity. In contrast, merger arbitrageurs care only about the probability of the deal being approved and how long it will take the deal to close.
hmm not moving on the 8-k, could be a case of merger abritrage (i.e. that 4:1 ratio I was talking out). Since we are not dealing with pump and dump penny mergers here, they actually may not get an insanely explosive move before it closes. There's still some time left today of course. I am going to see how this trades the next few days.
As expected
And there's our 100 share painter to cancel out the 50k in whacks that took this to .0046 with a nice 100 share slap at 006 LOL
Yea basically, we want to see both move up after announcing that the vote passed, the merger will be closing on whatever date, etc. Then you have the option to sell your GTAX or hold until you receive NHLD shares, and see if NHLD goes up and up and maybe uplists etc. It really depends on the trader and what their timeframe is.
Nope. I just know that NHLD should stay in an approximate 4:1 ratio to GTAX given the share conversion at the end (since one share of GTAX will be worth about 25% of a share of NHLD)
You are mostly correct. There shouldn't need to be a symbol change after closing. I would guess GTAX would either cease trading or become one of those random shells left floating around on the pinks. GTAX holders would then receive their NHLD shares. Notice NHLD and GTAX are trading pretty close to the correct ratio right now.
You are correct that this vote is a stepping stone toward the closing. Hopefully it closes by the end of the month. Their 4th quarter ends 9/30/13. Perhaps an 8-k or press release about the vote this week will elaborate.
.0046 x .0055
IDGC patent news, maybe another trip runner: http://www.otcmarkets.com/otciq/ajax/showNewsReleaseDocumentById.pdf?id=1990659850
It's not even breaking 0008 on news. It's all relative to volume
It's gonna need real volume to get through .001, this is crappy volume for news. Hoping it picks up
Someone get this room some coffee
Who knows with overly vague promises. Others can try emailing him as well and see if he says anything new/different
I think we get an 8-k with the results after hours today or premarket tomorrow. What would also help is if NHLD then announces that with the merger they will be seeking to uplist. That would send us spiking.
Yes I would expect an 8-k with the results to show up on Tuesday or Wednesday latest
A quiet day with minimal bidwhacks means the buyers are holding, so we have some consolidation, which is good.
Good point
Yea I think a lot of the buying it to consolidate the shares (i.e. votes) to get this through
.0054 x .0079
Basically GTAX will be worth 25% of what NHLD trades for based on the conversion rate. So we are sitting at around the correct pps now. Hopefully NHLD and GTAX run together in the coming days.
I requested the add to stockcharts
Merger Q&A info from the Proxy:
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9449667
QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGER
The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the Gilman special meeting. These questions and answers may not address all questions that may be important to you as a stockholder. Please refer to the “Summary” and the more detailed information contained elsewhere in this proxy statement/prospectus, the annexes to this proxy statement/prospectus and the documents referred to in or incorporated by reference in this proxy statement/prospectus, which you should read carefully and in their entirety.
Q1.
What is the merger?
A1.
National, National Acquisition Corp, a wholly-owned subsidiary of National which we refer to as the Merger Sub, and Gilman have entered into a merger agreement, pursuant to which Merger Sub will merge with and into Gilman, with Gilman continuing as the surviving corporation, in a transaction which is referred to as the merger. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus.
Q2.
Why are National and Gilman proposing to merge?
A2.
National and Gilman believe the merger is in the best interests of both companies and their respective shareholders. National and Gilman believe that the merger will bring together two complementary institutions to create a strategically, operationally and financially strong company that is positioned for further growth. You should review the background of and reasons for the merger described in greater detail beginning on page .
Q3.
Why have I received this proxy statement/prospectus?
A3.
Gilman is sending these materials to its stockholders to help them decide how to vote their shares of common stock with respect to the merger and other matters to be considered at the special meeting.
The merger cannot be completed unless Gilman stockholders adopt the merger agreement. Gilman is holding a special meeting of its stockholders to vote on the proposals necessary to complete the merger. Information about this special meeting is contained in this proxy statement/prospectus.
This document is being delivered to you as both a proxy statement of Gilman and a prospectus of National. It is a proxy statement because the Gilman board of directors is soliciting proxies from its stockholders to vote on the adoption of the merger agreement at a special meeting of Gilman stockholders as well as the other matters set forth in the notice of the meeting and described in this proxy statement/prospectus, and your proxy will be used at the special meeting or at any adjournment or postponement of the special meeting. It is a prospectus because National will issue National common stock to Gilman stockholders in the merger. On or about August 12, 2013, Gilman intends to begin to deliver to its stockholders of record as of the close of business on August 7, 2013, printed versions of these materials.
Q4.
What am I being asked to vote on at the special meeting?
A4.
You are being asked to consider and vote on a proposal to adopt the merger agreement, which provides, among other things, for the acquisition of Gilman by National. You are also being asked to consider and vote, on an advisory basis, on a proposal to approve the “golden parachute” compensation that will be payable to one of Gilman’s named executive officers in connection with the merger as reported in the Golden Parachute Compensation table on page 78 and to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.
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Table of Contents
IF GILMAN STOCKHOLDERS FAIL TO ADOPT THE MERGER AGREEMENT, THE MERGER CANNOT BE COMPLETED.
Q5.
How does the Gilman board of directors recommend that I vote?
A5.
The Gilman board of directors recommends that you vote “ FOR ” approval of the proposal to adopt the merger agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute compensation” and “ FOR ” approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.
Q6.
What will Gilman common stockholders receive for their Gilman shares?
A6.
All of the outstanding shares of Gilman common stock, par value $0.01 per share, outstanding as of the effective time of the merger (the “effective time”) will be exchanged for a total of up to 24,000,000 shares (subject to rounding for fractional shares) of National common stock which equates to an exchange ratio of 0.248843451 shares of National common stock for each share of Gilman common stock. Pursuant to the terms of the merger agreement, immediately prior to closing of the merger, the outstanding indebtedness of Gilman may not exceed $5,400,000, which shall exclude any capital leases, leasehold improvements, insurance premium financing and financing of the AT&T equipment lease of Gilman or its subsidiaries, and any amounts in excess of $5,000,000 and up to $5,400,000 (the “Difference”) shall cause a reduction in the number of shares of National common stock issued under the merger agreement, such reduction in share amount equal to the quotient of the Difference and $0.30 (subject to equitable adjustment for any stock split, dividend recapitalization and the like). By way of example, if Gilman’s outstanding indebtedness were $5,400,000 immediately prior to closing, this would have the effect of reducing the exchange ratio to approximately 0.2350188466 of a share of National common stock per share of Gilman common stock.
Q7.
Will National stockholders receive any shares as a result of the merger?
A7.
No. National stockholders will continue to hold the same shares of National common stock they currently own.
Q8.
When and where is the Gilman special meeting?
A8.
The special meeting will be held on September 9, 2013 at 10:00 a.m. local time, at the offices of Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32 nd Floor, New York, NY 10006.
Q9.
Are there risks associated with the merger that I should consider in deciding how to vote?
A9.
Yes. There are a number of risks related to the merger and the other transactions contemplated by the merger agreement that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 19 of this proxy statement/prospectus.
Q10.
What are the tax consequences to Gilman stockholders of the merger?
A10.
The exchange of shares of Gilman common stock for National common stock in the merger is intended to be a tax-free reorganization under the U.S. Internal Revenue Code of 1986, or the “Code”. Please carefully review the information under “The Merger—Material United States Federal Income Tax Consequences of the Merger” beginning on page 79 for a description of the material U.S. federal income tax consequences of the merger. The tax consequences to you will depend on your own situation (including whether or not you excercise appraisal rights). We urge you to consult your tax advisors as to the specific tax consequences to you of the merger, including the applicability and effect of federal, state, and local income and other tax laws in light of your particular circumstances.
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Table of Contents
Q11.
What will the name of each company be after the merger?
A11.
The name of National and Gilman will remain unchanged after the merger, with Gilman becoming a wholly-owned subsidiary of National.
From the Proxy Statement: http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9449667
June 21 PR (see bold print) said closing would be late 4th qtr or the first quarter of FY14. We're a few weeks away from the end of the 4th quarter (Sept 30th is the year-end for NHLD)
ational Holdings Corporation Announces Definitive Merger Agreement with Gilman Ciocia
Increases retail brokerage operations to more than 825 registered representatives and expands products and service offerings
NEW YORK & POUGHKEEPSIE, N.Y., Jun 21, 2013 (BUSINESS WIRE) -- --National Holdings' management to host a conference call today at 8:30 A.M. ET
National Holdings Corporation (OTC BB: NHLD) ("National Holdings" or the "Company") and Gilman Ciocia (OTC BB: GTAX) today announced they have entered into a definitive merger agreement to create a diversified investment bank and independent broker-dealer with broad financial product and service offerings catering to retail and institutional clients.
Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, Gilman Ciocia shareholders will receive up to 24.0 million shares of National Holdings common stock. Additionally, the consideration includes the assumption of up to $5.4 million in debt, which is expected to be repaid in full at the closing of the merger.
Mark D. Klein, National Holdings' Chief Executive Officer and Co-Executive Chairman, commented, "This transaction transforms our business and accelerates our growth strategy, focused on driving revenues, improving profitability and enhancing shareholder value. Our merger with Gilman Ciocia, who has been focused on financial planning services and tax preparation for more than 30 years, provides National Holdings with an exciting opportunity to significantly scale our business and strengthen our operations."
Michael Ryan, Chief Executive Officer of Gilman Ciocia, "This merger will allow Gilman Ciocia to continue to focus on its core strengths in the financial services sector, while offering clients a broader array of products and services through National Holdings' platform. National Holding's extensive client relationships and complementary retail brokerage operations supports our strong tax preparation and wealth management businesses."
Following the merger close, the combined company will offer a variety of financial products and services, including retail brokerage, corporate finance, sales and trading, asset management, financial planning, market making, tax preparation, insurance and annuities and research. National Holdings will leverage Gilman Ciocia's leading corporate brand since its founding in 1981 as a highly focused, specialized firm dedicated to providing individuals with the tax preparation and financial planning services. As of March 31, 2013, Gilman Ciocia had 26 Company-owned offices operating in New York, New Jersey and Florida. Gilman Ciocia also provides financial planning services through 26 independently owned and operated offices in eight states.
In addition, following the closing of the merger, the combined company will boast over $9.0 billion in client assets. For the trailing twelve months ended March 31, 2013, consolidated net revenues for National Holdings and Gilman Ciocia were approximately $157.0 million. The Company will continue to be listed on the OTC BB under the ticker NHLD.
The merger is subject to approval by Gilman Ciocia's shareholders and customary regulatory approvals. The transaction is expected to close during National Holding's late fiscal fourth quarter or early fiscal first quarter.
Conference Call
National Holdings and Gilman Ciocia will host a joint conference call to discuss the definitive merger agreement on Friday, June 21, 2013, at 8:30 a.m. ET. To access the teleconference, please dial (706) 902-2067 (domestic and international) approximately ten minutes before the teleconference's scheduled start time and reference ID# 10000728. A live webcast will also be available on the investor relations portion of National Holdings' website at http://www.nhldcorp.com/investors.aspx.
If you are unable to access the live teleconference, a replay will be available beginning approximately two hours after the call's completion and available through June 28, 2013. The teleconference replay can be accessed by dialing (404) 537-3406 (domestic and international) and entering the ID# 10000728. A webcast replay will also be available on the investor relations portion of National Holdings' website at http://www.nhldcorp.com/investors.aspx.
About Gilman Ciocia
Gilman Ciocia, Inc. (OTC BB: GTAX) is a leading provider of federal, state and local tax preparation services with offices in New York, New Jersey, and Florida. Founded in 1982, Gilman Ciocia caters to middle and upper income taxpayers who face an increasingly complicated tax code and must choose from a growing array of investment options. Gilman Ciocia looks at the whole picture - taxes, investments, retirement, insurance, lending, and estate planning,which allows clients to see their entire financial picture and to understand how wise decisions help them keep more of their money, provide them with a healthy and solid financial outlook, and secure their family's future. Gilman Ciocia is headquartered in Poughkeepsie, New York.
About National Holdings Corporation
National Holdings Corporation is a full-service investment banking and asset management firm that provides a range of services, including independent retail brokerage and advisory services, investment banking, institutional sales and trading and equity research, to corporations, institutional investors and high-net-worth clients. With over 1,000 Independent advisors, brokers, traders and sales associates, the Company is a leading Independent Advisor and Broker services company. National Holdings operates through four subsidiaries: National Securities Corporation, vFinance Investments, Inc., National Insurance Corporation and National Asset Management, Inc. The Company was founded in 1947 and is headquartered in New York and Florida. For more information, visit www.nhldcorp.com.
Safe Harbor Statements
This release contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Information on significant potential risks and uncertainties that may also cause differences includes, but is not limited to, those mentioned by National Holdings from time to time in their filings with the SEC. The words "may," "will," "believe," "estimate," "expect," "plan," "intend," "project," "anticipate," "could," "would," "should," "seek," "continue," "pursue" and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. National Holdings undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may be disclosed from time to time in our SEC filings or otherwise, including the factors discussed in Item 1A, Risk Factors, of our Annual Report on Form 10-K and in or periodic reports on Form 10-Q, and, therefore, readers should not place undue reliance on these forward-looking statements.
Additional Information and Where to Find it
National Holdings Corporation will file with the SEC a registration statement on Form S-4 that will include a proxy statement of Gilman Ciocia, Inc. and a prospectus of National Holdings Corporation relating to National Holdings Corporation's proposed acquisition of Gilman Ciocia, Inc. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about National Holdings Corporation, Gilman Ciocia, Inc., and the proposed acquisition. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC's website, www.sec.gov. In addition, copies of the registration statement and proxy statement/prospectus (when they become available) may be obtained free of charge from National Holdings Corporation and Gilman Ciocia, Inc. Security holders may also read and copy any reports, statements and other information filed by National Holdings Corporation and Gilman Ciocia, Inc. with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Participants in the Merger Solicitation
National Holdings Corporation, Gilman Ciocia, Inc., and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed acquisition. Information regarding National Holdings Corporation's directors and executive officers is available in National Holdings Corporation's proxy statement filed with the SEC on March 11, 2013 in connection with its 2013 annual meeting of stockholders, and information regarding Gilman Ciocia, Inc.'s directors and executive officers is available in Gilman Ciocia, Inc.'s proxy statement filed with the SEC on November 30, 2012 in connection with its 2012 annual meeting of stockholders. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Non-Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities.
http://cts.businesswire.com/ct/CT?id=bwnews&sty=20130621005281r1&sid=cmtx6&distro=nx
SOURCE: National Holdings Corporation
CONTACT:
National Holdings Corporation Mark Klein, 212-417-8210 Chief Executive Officer and Co-Chairman Or Robert Fagenson, 212-847-3200 Executive Co-Chairman
Copyright Business Wire 2013
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KEYWORD: United States
North America
New York
INDUSTRY KEYWORD: Professional Services
Banking
Consulting
Finance
SUBJECT CODE: Merger/Acquisition
Conference Call
Webcast
Return to normalcy...lol
fwiw, GTAX is a real company that advertises on NY radio, has posters on subways, trains, etc.
sorry my eyes jumped and read the wrong date, there was a meger announced at the end of June...maybe it is closing, edited my last post
GTAX had a merger in play, might be closing soon
Well there we go, 50k ask hit