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That would be a real sight to behold ... MM's trying to collect 28,000,000 shares of the 82 million promised for delivery.
I would hate to be a MM if the news comes out before we open on Monday am .... but I would think the MM's liability would be limited to the buyout price of .12 per share.
This is a great learning experience one way or the other.
Red
If this deal goes through I just want to know where the MM's are gonna get the additional 82+ million shares to deliver.
If the CPV document says 64,175,520 OS and Uram has 36.1 million that leaves 28,075,520. The iHUB board owns 110+ million. Where are the phantom shares coming from? 82+ million air shares !!!
I wish we had somebody around who could definitely explain this ....
Best to all ...
Red
2.3 Capitalization
. (a) The authorized capital stock of Renewal Fuels consists of 3,000,000,000 common shares and 20,000,000 shares of preferred stock, par value $0.001 per share. (b) As of the close of business on November 18, 2010: (i) 64,175,520 common shares were issued. (ii) No shares were held in the treasury of the Company (c) All outstanding options, warrants or other rights, Contracts, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company (including any bonds, debentures, notes or other indebtedness having voting rights or convertible into securities having voting rights) or ownership interests in the Company will be paid in full by CPV.
What's the worst that can happen?
No news?
Stock possibly falls and then settles at .0004 - .0007 after a week or so ?
Upside is HUGE.
This is better than going to Vegas and the odds are a heck of alot better.
Has anybody been able to find a RNWF corporate contact or representative?
I'm holding for awhile. I think CPV's intent is to get this done before the end of the year. Delays do happen and quite frankly I am anticipating a delay. Do you know how much paperwork and regulatory crap the companies and lawyers have to go through to get a deal right? I'm holding until December 31, 2010 ... looking at the big picture here as the biofuels arena is getting hotter as the green movement gains steam.
Best to all,
Red
We may not hear about anything until next Wednesday or Thursday at the earliest. If they file after the bell tomorrow (Friday) or over the weekend they will have four days before they issue an 8K announcing a material event. imo.
I will be on the lookout for VERY cheap shares.
I take things literally when it comes to fully executed contracts.
The doc says " As of the close of business on November 18, 2010: (i) 64,175,520 common shares were issued."
It is obvious more shares were sold beyond that number. The question in my mind is who is in deep do-do for selling too many or shorting and not being able to cover with certified shares?
I think there are like 125 - 150 million served and held in accounts. How can the MM's sell more shares than are available?
TIA
Out this morning hopefully we can get an answer to this beforethe end of the day ....
All the best,
Red
I have a "keg" of dry powder in "anticipation" of a delay.
These things happen you know ...
I'll be buying BIG TIME Monday if the stock dips.
I will probably also file a 13D on Monday, if I knew how many shares were outstanding !!!
It seems that everything is falling into place. I wonder how long it will take the ROB to get to market? That is the burning question ...
git 'er done !!!
Red
SX Can you tell us if they based the RS ratio on the total authorized shares or the OS and float?
TIA
Red
I'm kind of ticked-off that we can't call a RNWF corporate representative.
As a public company they should have a Board person, legal counsel or a designated company representative available to perform corporate duties and answer questions.
Has anybody been able to contact this interim RNWF CFO?
Chairman & CEO RENEWAL FUELS, INC. [17]
By: /s/ Donald Jackson
Name: Donald Jackson Title: Interim Chief Financial Officer
Should we call the SEC or whom? I'm a shareholder what gives?
All the best,
Red
bradj Counsel for: COMPETITIVE POWER VENTURES HOLDINGS, LLC
bradforj ... you da man ! Super DD my brother ... and another life-touch that confirms the doc ...
They may be the exchange agent, as well, if agreed by both parties.
http://www.wlrk.com/Page.cfm/Thread/The%20Firm
Who We Are. Wachtell, Lipton, Rosen & Katz enjoys a global reputation as one of world’s leading business law firms. Our deep experience in the fields of mergers and acquisitions, strategic investments, takeovers and takeover defense, corporate and securities law, and corporate governance means that we regularly handle some of the largest, most complex and demanding transactions in the United States and around the world. We counsel both public and private acquirors and targets. We also have extensive experience handling sensitive investigation and litigation matters and corporate restructurings, and in counseling boards of directors and senior management in the most sensitive situations. In addition, our attorneys are thought leaders, speaking and writing frequently in our various areas of expertise.
Wachtell Lipton is consistently ranked as the most prestigious and desirable law firm to work for in the United States, enabling the firm to attract as associates some of the most outstanding and motivated attorneys and law school graduates in the United States and from around the world.
Our Distinctive Approach. Wachtell Lipton approaches its clients’ legal issues always within the larger framework of their strategic, business and financial goals. We focus on matters that require the attention, extensive experience, expertise and the reputation of our partners. In order to provide this partner-intensive service, we generally do not handle routine matters, we limit the number and type of matters we do undertake, and we operate with a ratio of partners to associates far above that of our major competitors. Matters undertaken by the firm are at all times afforded the direct personal attention of partners having expertise and sophistication with respect to the issues.
Our Work. Wachtell Lipton consistently ranks near the very top rank of legal advisors by transaction dollar volume, notwithstanding that it is significantly smaller than all of its major competitors. Over the past eight years, the firm has been the legal advisor on 7 of the 10 largest transactions in the United States and 5 of the 10 largest transactions globally, as well as numerous other acquisition and restructuring transactions across many industries and of every description.
Our clients include enterprises of virtually every nature, in the United States and around the world, including financial institutions, securities and private equity firms, and industrial, healthcare, pharmaceutical, technology, energy and media companies, including many Fortune 500 companies and other leading enterprises.
Have a great evening folks ... all the best!
Red
Counsel for: COMPETITIVE POWER VENTURES HOLDINGS, LLC
They may be the exchange agent as well if agreed by both parties.
http://www.wlrk.com/Page.cfm/Thread/The%20Firm
Who We Are. Wachtell, Lipton, Rosen & Katz enjoys a global reputation as one of world’s leading business law firms. Our deep experience in the fields of mergers and acquisitions, strategic investments, takeovers and takeover defense, corporate and securities law, and corporate governance means that we regularly handle some of the largest, most complex and demanding transactions in the United States and around the world. We counsel both public and private acquirors and targets. We also have extensive experience handling sensitive investigation and litigation matters and corporate restructurings, and in counseling boards of directors and senior management in the most sensitive situations. In addition, our attorneys are thought leaders, speaking and writing frequently in our various areas of expertise.
Wachtell Lipton is consistently ranked as the most prestigious and desirable law firm to work for in the United States, enabling the firm to attract as associates some of the most outstanding and motivated attorneys and law school graduates in the United States and from around the world.
Our Distinctive Approach. Wachtell Lipton approaches its clients’ legal issues always within the larger framework of their strategic, business and financial goals. We focus on matters that require the attention, extensive experience, expertise and the reputation of our partners. In order to provide this partner-intensive service, we generally do not handle routine matters, we limit the number and type of matters we do undertake, and we operate with a ratio of partners to associates far above that of our major competitors. Matters undertaken by the firm are at all times afforded the direct personal attention of partners having expertise and sophistication with respect to the issues.
Our Work. Wachtell Lipton consistently ranks near the very top rank of legal advisors by transaction dollar volume, notwithstanding that it is significantly smaller than all of its major competitors. Over the past eight years, the firm has been the legal advisor on 7 of the 10 largest transactions in the United States and 5 of the 10 largest transactions globally, as well as numerous other acquisition and restructuring transactions across many industries and of every description.
Our clients include enterprises of virtually every nature, in the United States and around the world, including financial institutions, securities and private equity firms, and industrial, healthcare, pharmaceutical, technology, energy and media companies, including many Fortune 500 companies and other leading enterprises.
Have a great evening folks ... all the best!
Red
My personal decision point to determine if the document was real or not is the fact that the Chairman and CEO of CPV Holdings, Mr. Egan, did not challenge or announce that his signature and authorization on the "Reorganization and Merger Agreement" document was forged.
Just "no comment" out of the company.
I would have gone ballistic if somebody had not only fabricated a faux document but had forged my signature ! Plus they put the name of a LAW FIRM on the document !!!
General Provisions 6.1 Notices
. All notices, requests, claims, demands and other communications hereunder shall be in writing ... : If to CPV: Competitive Power Ventures 8403 Colesville Road Suite 915 Silver Spring, MD 20910 Attn: Senior Vice President, Finance with a further required copy to (which copy shall not constitute notice) Wachtell, Lipton, Rosen, and Katz 51 West 52ndStreet New York, NY 10019 ...
http://www.wlrk.com/Page.cfm/Thread/The%20Firm
http://www.cpv.com/management_team.php
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on November 18, 2010.
COMPETITIVE POWER VENTURES HOLDINGS By: _/s/ Doug Egan
Name: Doug Egan Title: Chairman & CEO
All the best,
Red
Thinking outside the box ...
CPV is a holding company and in my opinion they are buying RNWF to spin off a wholly owned subsidiary company focused on the biofuels market.
I don't think all of CPV will be merged into RNWF. Just a portion of the assets.
CPV may be buying more than one biofuels company and intellectual property at this time.
My guess is that CPV will infuse some privately held shares into RNWF then reorganize to create the corporation then raise capital to fund the company through an IPO. Afterwards the new company may go on an acquisitions campaign to grow the intellectual property and patent base thus growing the business into an industry giant in the biofuels space.
I'm in.
I think the document is valid and all we are waiting for is the documents to be filed with the SEC and the State of Maryland.
Thanks to the shareholders for all the DD and constructive dialogue over hte last 24 hours I hope we are all rewarded for our hard work and sleuthing.
8K sooooooon.
I agree the market is huge and the green industry is gaining more focus worldwide.
The other shoe to drop hopefully is the news of the biodiesel plant. China is now importing 200 million tonnes of diesel fuel because of shortages in that country. This venture should pay off handsomely as well.
Patience is the key and accumulate at these lower levels.
The word will get out eventually and I'm content picking up shares here.
Best to all ... Red
Great news !!!
Although it would have been nice for them to re-announce the extent of the multi-million dollar plastics contract as well.
Maybe that is a second PR?
Thinking outside the box ...
CPV is a holding company and in my opinion they are buying RNWF to spin off a wholly owned subsidiary company focused on the biofuels market.
I don't think all of CPV will be merged into RNWF. Just a portion of the assets.
CPV may be buying more than one biofuels company and intellectual property at this time.
My guess is that CPV will infuse some privately held shares into RNWF then reorganize to create the corporation then raise capital to fund the company through an IPO. Afterwards the new company may go on an acquisitions campaign to grow the intellectual property and patent base thus growing the business into an industry giant in the biofuels space.
I'm in.
I think the document is valid and all we are waiting for is the documents to be filed with the SEC and the State of Maryland.
Thanks to the shareholders for all the DD and constructive dialogue over hte last 24 hours I hope we are all rewarded for our hard work and sleuthing.
8K sooooooon.
Counsel for: COMPETITIVE POWER VENTURES HOLDINGS, LLC
http://www.wlrk.com/Page.cfm/Thread/The%20Firm
Who We Are. Wachtell, Lipton, Rosen & Katz enjoys a global reputation as one of world’s leading business law firms. Our deep experience in the fields of mergers and acquisitions, strategic investments, takeovers and takeover defense, corporate and securities law, and corporate governance means that we regularly handle some of the largest, most complex and demanding transactions in the United States and around the world. We counsel both public and private acquirors and targets. We also have extensive experience handling sensitive investigation and litigation matters and corporate restructurings, and in counseling boards of directors and senior management in the most sensitive situations. In addition, our attorneys are thought leaders, speaking and writing frequently in our various areas of expertise.
Wachtell Lipton is consistently ranked as the most prestigious and desirable law firm to work for in the United States, enabling the firm to attract as associates some of the most outstanding and motivated attorneys and law school graduates in the United States and from around the world.
Our Distinctive Approach. Wachtell Lipton approaches its clients’ legal issues always within the larger framework of their strategic, business and financial goals. We focus on matters that require the attention, extensive experience, expertise and the reputation of our partners. In order to provide this partner-intensive service, we generally do not handle routine matters, we limit the number and type of matters we do undertake, and we operate with a ratio of partners to associates far above that of our major competitors. Matters undertaken by the firm are at all times afforded the direct personal attention of partners having expertise and sophistication with respect to the issues.
Our Work. Wachtell Lipton consistently ranks near the very top rank of legal advisors by transaction dollar volume, notwithstanding that it is significantly smaller than all of its major competitors. Over the past eight years, the firm has been the legal advisor on 7 of the 10 largest transactions in the United States and 5 of the 10 largest transactions globally, as well as numerous other acquisition and restructuring transactions across many industries and of every description.
Our clients include enterprises of virtually every nature, in the United States and around the world, including financial institutions, securities and private equity firms, and industrial, healthcare, pharmaceutical, technology, energy and media companies, including many Fortune 500 companies and other leading enterprises.
Have a great evening folks ... all the best!
Red
My personal decision point to determine if the document was real or not is the fact that the Chairman and CEO of CPV Holdings, Mr. Egan, did not challenge or announce that his signature and authorization on the "Reorganization and Merger Agreement" document was forged.
Just "no comment" out of the company.
I would have gone ballistic if somebody had not only fabricated a faux document but had forged my signature !
General Provisions 6.1 Notices
. All notices, requests, claims, demands and other communications hereunder shall be in writing ... : If to CPV: Competitive Power Ventures 8403 Colesville Road Suite 915 Silver Spring, MD 20910 Attn: Senior Vice President, Finance with a further required copy to (which copy shall not constitute notice) Wachtell, Lipton, Rosen, and Katz 51 West 52ndStreet New York, NY 10019 ...
http://www.wlrk.com/Page.cfm/Thread/The%20Firm
http://www.cpv.com/management_team.php
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on November 18, 2010.
COMPETITIVE POWER VENTURES HOLDINGS By: _/s/ Doug Egan
Name: Doug Egan Title: Chairman & CEO
Presenting the facts and just the facts ....
All the best,
Red
W1M, one has to look at the specific naming of the participants and those who signed the contract as well as the analysis of the contract contents.
Any reasonable person would think that if Mr. Egan's signature was forged on a fake document that he and CPV would come out immediately and say this is a forgery. imo.
From what I've surmised those who have contacted CPV directly have been told "no comment".
The evidence and silence doesn't weigh on the side of this being a fake document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on November 18, 2010.
COMPETITIVE POWER VENTURES HOLDINGS By: _/s/ Doug Egan
Name: Doug Egan Title: Chairman & CEO
http://www.cpv.com/management_team.php
RENEWAL FUELS, INC. [17]
By: /s/ Donald Jackson
Name: Donald Jackson Title: Interim Chief Financial Officer
They have alot of paperwork and documents to file I just hope they can git 'er done by this weekend.
Wiseman I am objectively analyzing and presenting the facts outlined in a contractual document. Not pumping or bashing or otherwise.
The merger will come first, most importantly, then once the dust has settled and the two companies are fully intergrated the IPO will be offered.
I expect this process will be described in detail in the 8K.
Best to all,
Red
PS - the only subjective decision to be made in investing in this shell is whether one believes the document to be genuine or a hoax.
Did anybody notice this little clause? DGCL.
2.4 Authority Related to this Agreement
. (a) Renewal Fuels has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than the filing and recordation of the Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by CPV, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. (b) The Company Board, at a meeting duly called and held on November 4, 2010, at which all of the directors of the Company were present, unanimously (i) determined that the Merger is fair to, and in the best interests of the holders of Company Shares, (ii) approved and declared advisable this Agreement and the Transactions such approval and adoption having been made in accordance with the DGCL), [/color](iii) resolved to recommend that the holders of Company Shares adopt this Agreement (collectively, the "Company Board Recommendation"), and (iv) adopted a resolution causing none of the Company, any of the Transactions or [9] this Agreement to be subject to any restriction set forth in any state takeover Law or similar Law that might otherwise apply, which actions and resolutions have not been subsequently rescinded, modified or withdrawn in any way (other than as permitted by this Agreement).
Looks like some of the senior management of CPV will have an investment in the merger and possibly become Directors in the newly formed company !
Del. Gen. Corp. L. §§ 144-145
§ 144. Interested directors; quorum.
(a) No contract or transaction between a corporation and 1 or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which 1 or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director's or officer's votes are counted for such purpose, if:
(1) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(2) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or
(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the shareholders.
(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction. (8 Del. C. 1953, § 144; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 5; 57 Del. Laws, c. 148, § 7; 71 Del. Laws, c. 339, §§ 15-17.)
§ 145. Indemnification of officers, directors, employees and agents; insurance.
(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees). (8 Del. C. 1953, § 145; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, § 6; 57 Del. Laws, c. 421, § 2; 59 Del. Laws, c. 437, § 7; 63 Del. Laws, c. 25, § 1; 64 Del. Laws, c. 112, § 7; 65 Del. Laws, c. 289, §§ 3-6; 67 Del. Laws, c. 376, § 3; 69 Del. Laws, c. 261, §§ 1, 2; 70 Del. Laws, c. 186, § 1; 71 Del. Laws, c. 120, §§ 3-11.)
The deal has been authorized and executed by RNWF and CPV and we are just awaiting the filings with the SEC and State of Maryland, imo.
2.4 Authority Related to this Agreement
. (a) Renewal Fuels has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than the filing and recordation of the Certificate of Merger pursuant to the DGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by CPV, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, .....
3.2 Authority Related to this Agreement
. CPV has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement by CPV and consummation of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of CPV are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the filing and recordation of the Certificate of Merger). This Agreement has been duly and validly executed and delivered [11] by CPV and, assuming due authorization, execution and delivery by Renewal Fuels, constitutes a legal, valid and binding obligation, enforceable in accordance with its terms,
NEWS ! Hyperdynamics Selects Drilling Project Management Firm
HOUSTON, Nov. 29, 2010 /PRNewswire/ -- Hyperdynamics Corporation (NYSE Amex: HDY) today announced that it signed a contract with AGR Peak Well Management Limited, based in Aberdeen, Scotland, to manage its exploration drilling project offshore the Republic of Guinea.
AGR will handle well construction project management services, including logistics, tendering for materials and services, as well as overall management responsibilities for the drilling program. Initial exploration drilling is scheduled for the fourth quarter of 2011.
AGR was selected following a competitive technical and commercial review. "We are very pleased at the response we received from several world-class companies to manage our drilling project," said Ray Leonard, the President and Chief Executive Officer of Hyperdynamics. "AGR was chosen due to their extensive experience in West Africa and proven ability to manage projects of this scope and magnitude in a safe, efficient and cost-effective manner."
About Hyperdynamics
Hyperdynamics is an emerging independent oil and gas exploration and production company that is exploring for oil and gas offshore the Republic of Guinea in West Africa. To find out more, visit our website at www.hyperdynamics.com.
I'm expecting an 8K this week, imho. I believe it is required to be filed with the SEC within 4 days of closing a reverse merger.
So hypothetically if the merger closes Friday December 3, 2010 then we should get an 8K Monday November 29, 2010. If the merger closes Sunday Dec. 5, expect an 8K Wednesday Dec. 1, 2010.
The 8-K must disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934.
There should be allot of particulars in the 8K that shareholders have been debating the last several weeks.
This should be a very interesting week folks !!!
git 'er done ... CPV & RNWF !
All the best,
Red
Advantages of Going Public Through a Reverse Merger or a Public Shell Purchase
Increased Valuation: Typically publicly traded companies enjoy substantially higher valuations than private companies.
Capital Formation: Raising capital is usually easier because of the added liquidity for the investors, and it often takes less time and expense to complete an offering.
Acquisitions: Making acquisitions with public stock is often easier and less expensive.
Incentives: Stock options or stock incentives can be useful in attracting management and retaining valuable employees.
Financial Planning: Public company stock is often easier to use in estate planning for the principals. Public stock can provide a long term exit strategy for the founders.
Reduced Costs: The costs are significantly less than the costs required for an initial public offering.
Reduced Time: The time frame requisite to securing public listing is considerably less than that for an IPO.
Reduced Risk: Additional risk is involved in an IPO in that the IPO may be withdrawn due to an unstable market condition even after most of the up front costs have been expended.
Reduced Management Time: Traditional IPOs generally require greater attention from senior management.
Reduced Business Requirements: While an IPO requires a relatively long and stable earnings history, the lack of an earnings history does not normally keep a privately held company from completing a reverse merger.
Reduced Dilution: There is less dilution of ownership control, compared to a traditional IPO.
Reduced Underwriter Requirements: No underwriter is needed: (a significant factor to consider given the difficulty companies face in attracting an investment banking firm to commit to an offering.)
This sounds familiar .... hmmmm
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=56954996
http://en.wikipedia.org/wiki/Reverse_takeover
Process
In a reverse takeover, shareholders of the private company purchase control of the public shell company and then merge it with the private company. The publicly traded corporation is called a "shell" since all that exists of the original company is its organizational structure. The private company shareholders receive a substantial majority of the shares of the public company and control of its board of directors. The transaction can be accomplished within weeks. If the shell is an SEC-registered company, the private company does not go through an expensive and time-consuming review with state and federal regulators because this process was completed beforehand with the public company.The transaction involves the private and shell company exchanging information on each other, negotiating the merger terms, and signing a share exchange agreement. At the closing, the shell company issues a substantial majority of its shares and board control to the shareholders of the private company. The private company's shareholders pay for the shell company by contributing their shares in the private company to the shell company that they now control. This share exchange and change of control completes the reverse takeover, transforming the formerly privately held company into a publicly held company.
[edit] Benefits
The advantages of public trading status include the possibility of commanding a higher price for a later offering of the company's securities. Going public through a reverse takeover allows a privately held company to become publicly held at a lesser cost, and with less stock dilution than through an initial public offering (IPO). While the process of going public and raising capital is combined in an IPO, in a reverse takeover, these two functions are separate. A company can go public without raising additional capital. Separating these two functions greatly simplifies the process.In addition, a reverse takeover is less susceptible to market conditions. Conventional IPOs are risky for companies to undertake because the deal relies on market conditions, over which senior management has little control. If the market is off, the underwriter may pull the offering. The market also does not need to plunge wholesale. If a company in registration participates in an industry that's making unfavorable headlines, investors may shy away from the deal. In a reverse takeover, since the deal rests solely between those controlling the public and private companies, market conditions have little bearing on the situation.The process for a conventional IPO can last for a year or more. When a company transitions from an entrepreneurial venture to a public company fit for outside ownership, how time is spent by strategic managers can be beneficial or detrimental. Time spent in meetings and drafting sessions related to an IPO can have a disastrous effect on the growth upon which the offering is predicated, and may even nullify it. In addition, during the many months it takes to put an IPO together, market conditions can deteriorate, making the completion of an IPO unfavorable. By contrast, a reverse takeover can be completed in as little as thirty days.
Best to all ...
Red
packerfan9, in support of your point #3 it is evident in the merger agreement that both companies and their counsel participated in drafting the document (see below 6.4).
I also believe, in my opinion, that the document is authentic and therefore I think that this deal will be filed by CPV next week, at such time RNWF will cease to exist and stock trading will be halted.
The way I see the recent progression of this deal:
1.) RNWF files 15-12G to suspend SEC reporting function to become non-reporting shell March 27, 2009. 128 shareholders of record.
1.) Mark Uram files SC 13D revealing he owns 36.1M shares or 93.1% of RNFW shares April 26, 2010.
2.) Private altenative energy companies E.ON and CPV held merger meetings/talks with RNWF in May/June 2010.
3.) CPV was selected as the suitor and RNWF and CPV signed confidentiality agreements June 8, 2010 to work exclusively on a deal.
4.) CPV retired RNWF debt and RNWF retired shares in order to make the deal viable.
5.) CPV and RNWF counsel work together to craft the Merger Agreement to be signed November 18, 2010 and filed before December 5, 2010 giving all parties time to review and edit the document before filing the merger certificate.
Seems like normal business activity and timing to me.
Have a great weekend, next week will be FUN !!!! Red
1.3 Effect of the Merger
. At the Effective Time, Renewal Fuels shall be merged with and into the CPV in accordance with Maryland and Delaware Law, whereupon the separate existence of the Company shall cease, and CPV shall be the surviving corporation (the
“Surviving Corporation”). From and after the Effective
Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the CPV and Renewal Fuels, all as provided under Maryland Law.
3.2 Authority Related to this Agreement
. CPV has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement by CPV and consummation of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of CPV are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the filing and recordation of the Certificate of Merger). This Agreement has been duly and validly executed and delivered [11] by CPV and, assuming due authorization, execution and delivery by Renewal Fuels, constitutes a legal, valid and binding obligation, enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.
6.4 Interpretation of Agreement
. Each party and its counsel cooperated in drafting and preparing this Agreement. Any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it is of no application and is hereby waived.
1.3 Effect of the Merger
. At the Effective Time, Renewal Fuels shall be merged with and into the CPV in accordance with Maryland and Delaware Law, whereupon the separate existence of the Company shall cease, and CPV shall be the surviving corporation (the
“Surviving Corporation”). From and after the Effective
Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the CPV and Renewal Fuels, all as provided under Maryland Law.
Looks like fence sitters better get in soon because as soon as CPV files the document RNWF will "cease to exist" and I imagine trading will end for the security.They mention CPV will file "on or before December 5th, 2010.
1.2 Effective Time
. The Reorganization will become effective upon the filing of this Agreement with the Securities and Exchange Commission and the filing of a Certificate of Merger with the Secretary of State and the State of Maryland in accordance with the relevant provisions of Maryland Law, to be done no later than December 5, 2010.
3.4 Financing
. CPV currently has, and at the Effective Time, CPV will have the funds necessary to satisfy all obligations under this Agreement, including paying the aggregate Merger Consideration, to pay all amounts payable pursuant to Section 1.3 and to pay all fees and expenses in connection therewith.
CPV’s obligations hereunder are not subject to a condition regarding CPV’s obtaining of funds to consummate the Merger and the [12] other Transactions. Moreover, CPV currently has and will have funds necessary to satisfy all outstanding liabilities and obligations of Renewal Fuels.
3.7 Vote Required
. No additional votes are necessary to approve this Agreement and the Transactions.
. 3.8 Ownership of Company Shares
. CPV has not at any time during the last three (3) years been an "interested stockholder" of Renewal Fuels as defined in Section 203 of the DGCL (other than as contemplated by this Agreement). No interested parties within CPV beneficially own any Company Shares.
The Merger 1.1
Offer Price; Merger Consideration
. It is proposed that CPV shall commence an offer
(the “Offer”) to acquire Renewal Fuels
at the equivalent price of $0.12 per Company Share, net to the holder thereof in cash or in shares from the subsequent IPO from CPV, all upon the terms and conditions set forth within.
1.2 Effective Time
. The Reorganization will become effective upon the filing of this Agreement with the Securities and Exchange Commission and the filing of a Certificate of Merger with the Secretary of State and the State of Maryland in accordance with the relevant provisions of Maryland Law, to be done no later than December 5, 2010.
1.3 Effect of the Merger
. At the Effective Time, Renewal Fuels shall be merged with and into the CPV in accordance with Maryland and Delaware Law, whereupon the separate existence of the Company shall cease, and CPV shall be the surviving corporation (the
“Surviving Corporation”). From and after the Effective
Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the CPV and Renewal Fuels, all as provided under Maryland Law.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=56954996
Unless CPV made all the debts good ... paid them off before their lawyers crafted this merger document. The RNWF debt was only 4-5 million dollars ... chump change.
2.1 Organization and Qualification
. Renewal Fuels is a corporation duly organized, validly existing and as of November 16, 2010 in good standing under the Laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. Renewal Fuels has completed all necessary filings with all Governmental bodies, Federal and State, to again be considered in good standing. The Company is duly qualified or licensed as a corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have, individually or in the aggregate, a Material Adverse Effect.
2.2 Certificate of Incorporation
. Renewal Fuels has heretofore made available to CPV a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full [8]
force and effect. The Company is not in violation in any material respect of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.
2.3 Capitalization
. (a) The authorized capital stock of Renewal Fuels consists of 3,000,000,000 common shares and 20,000,000 shares of preferred stock, par value $0.001 per share. (b) As of the close of business on November 18, 2010: (i) 64,175,520 common shares were issued. (ii) No shares were held in the treasury of the Company (c) All outstanding options, warrants or other rights, Contracts, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company (including any bonds, debentures, notes or other indebtedness having voting rights or convertible into securities having voting rights) or ownership interests in the Company will be paid in full by CPV.
I am not an iHUB member yet ... I cannot respond to the many PM e-mails that I have received in my in box.
Please provide me an e-mail address in your correspondence if y'all want me to answer your iHUB e-mails.
I'll get a premium iHUB membership on Friday. Can anyone give me feedback on the "best" iHub level?
Thanks ... I'm just tryin' to make shareholders a little money.
PS - don't like MM's and bashturdz & LIAR short flippers.
The SHORTZ DO NOT have a chance.
Luv,
Red
IMO based on the last 10Q I think the OS count is now staked between 96 and 110M shares unless CPV paid the debts of RNWF before crafting the merger agreement to make it clean.
I think that 80 million are locked down tight so 16 to 30 million are actually trading hands.
If there are actually 64M+ shares available ... somebody is in deep do-do when my recent purchases settle over the next couple of days.
Any other opinions? Just an EWAG ... this is a very unusual situation but worth the SHOT.
Wow ... where did all the shares go? :')
CPV would have worked out the details of retiring debt and obligations with YA Global, Montgomery Equity Partners LLC, LH Financial and Montgomery Equity Partners and cleaned up the mess way before investing alot of their time and money developing and implementing the merger plan.
The deal is signed and will be filed sometime on or BEFORE December 5, 2010.
I think if I'm a CPV CEO or CFO I would develop a joint PR then file this deal as quickly as I could ..... imho.
1.2 Effective Time
. The Reorganization will become effective upon the filing of this Agreement with the Securities and Exchange Commission and the filing of a Certificate of Merger with the Secretary of State and the State of Maryland in accordance with the relevant provisions of Maryland Law, to be done no later than December 5, 2010
4.4 Confidentiality
. All information obtained by CPV pursuant to this Section 4.4
shall be held confidential in accordance with the confidentiality agreement, dated June 8, 2010 (the "Confidentiality Agreement"), between CPV and Renewal Fuels.
General Provisions 6.1 Notices
. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given and shall be deemed to have been duly given if delivered personally (notice deemed given upon receipt), telecopied (notice deemed given upon confirmation of receipt), sent by a nationally recognized overnight courier service such as Federal Express (notice deemed given upon receipt of proof of delivery) or mailed by registered or certified mail, return receipt requested (notice deemed given upon receipt) to the respective parties at the following addresses: If to CPV: Competitive Power Ventures 8403 Colesville Road Suite 915 Silver Spring, MD 20910 Attn: Senior Vice President, Finance with a further required copy to (which copy shall not constitute notice) Wachtell, Lipton, Rosen, and Katz 51 West 52ndStreet New York, NY 10019
If to Renewal Fuels: Renewal Fuels, Inc. 1818 North Farwell Avenue Milwaukee, WI 53202 Attn: Donald Jackson, Interim CFO.
6.4 Interpretation of Agreement
. Each party and its counsel cooperated in drafting and preparing this Agreement. Any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it is of no application and is hereby waived.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on November 18, 2010.
COMPETITIVE POWER VENTURES HOLDINGS By: _/s/ Doug Egan
Name: Doug Egan Title:
Chairman & CEO RENEWAL FUELS, INC. [17]
By: /s/ Donald Jackson
Name: Donald Jackson Title: Interim Chief Financial Officer
CPV would have worked out the details of retiring debt and obligations with YA Global, Montgomery Equity Partners LLC, LH Financial and Montgomery Equity Partners and cleaned up the mess way before investing alot of their time and money developing and implementing the merger plan.
The deal is signed and will be filed sometime on or BEFORE December 5, 2010.
I think if I'm a CPV CEO or CFO I file this as quickly as I can ..... imho.
1.2 Effective Time
. The Reorganization will become effective upon the filing of this Agreement with the Securities and Exchange Commission and the filing of a Certificate of Merger with the Secretary of State and the State of Maryland in accordance with the relevant provisions of Maryland Law, to be done no later than December 5, 2010
4.4 Confidentiality
. All information obtained by CPV pursuant to this Section 4.4
shall be held confidential in accordance with the confidentiality agreement, dated June 8, 2010 (the "Confidentiality Agreement"), between CPV and Renewal Fuels.
General Provisions 6.1 Notices
. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given and shall be deemed to have been duly given if delivered personally (notice deemed given upon receipt), telecopied (notice deemed given upon confirmation of receipt), sent by a nationally recognized overnight courier service such as Federal Express (notice deemed given upon receipt of proof of delivery) or mailed by registered or certified mail, return receipt requested (notice deemed given upon receipt) to the respective parties at the following addresses: If to CPV: Competitive Power Ventures 8403 Colesville Road Suite 915 Silver Spring, MD 20910 Attn: Senior Vice President, Finance with a further required copy to (which copy shall not constitute notice) Wachtell, Lipton, Rosen, and Katz 51 West 52ndStreet New York, NY 10019
If to Renewal Fuels: Renewal Fuels, Inc. 1818 North Farwell Avenue Milwaukee, WI 53202 Attn: Donald Jackson, Interim CFO.
6.4 Interpretation of Agreement
. Each party and its counsel cooperated in drafting and preparing this Agreement. Any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it is of no application and is hereby waived.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on November 18, 2010.
COMPETITIVE POWER VENTURES HOLDINGS By: _/s/ Doug Egan
Name: Doug Egan Title:
Chairman & CEO RENEWAL FUELS, INC. [17]
By: /s/ Donald Jackson
Name: Donald Jackson Title: Interim Chief Financial Officer
Toucan I owe you an apology because I could only accumulate 37 million shares as of today. I thought I could get the whole enchilada, 64,175,520 OS shares, but I had to go see my accountant about the alleged "merger agreement" this afternoon and help my mother with her year end tax adjustments. Don't want to pay toooooo many taxes you know.
I have informed my lawyer of the same. I'll see him next week. That dude is a real prick, expensive too. I hope nobody faked this document ... "jack" the knife will find them. Figuritively speaking of course.
That said I couldn't get to my broker today before the close to deposit more cash to buy the remainder OS shares.
I'll do that in the am.
All the best,
Red
You forgot real "investors" in your list.
hedge fun could you please tell me how the MM's could play games?
How many shares are in the float?
If certain investors buy shares and keep locking them away what "shares" do the MM's have to play with?
Are they fabricating shares? I just do not understand how this works I guess.
I guess I'm just naieve ...
nice bass by the way ...
All the best,
Red