Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
So it's a workaround to zap the hercules loan ....hence removing the clause to prevent BO...
Everything seems legit!!!
ZBH has been trading like "dilution" in the making...
We might see a surprise share offering filing from ZIMMER...
I said might...might not...
if so, then we will know if that might be cash deal again...lmao...
i m not GOD...so still speculate on how they will pay for amda acquisition....
I still lean toward the share exchange deal = horizontal merger like Boston has presented in his past posts.
the odd lots (1, 5, 6, 3, 3, etc trades went thru.)
these are the sniffing method ...probing to test the water...
art of steal shares...
==================================
Jana = M.I.A.
I bet they used the $1 bil (8% stakes from $13.4 bils BO price from amazon) they cashed out from wholefood shares & paid for the 8mils shares in zbh (4% stakes)...this is my guesses.
$1bil / $125 (average pps) = 8% mils /203mils zbh OS = 4%
Early Termination they both asked from FTC & DOJ = July 13th...almost a month now...why in a hurry to ask for an early termination... so they can start the shares transfer & money transfer? but no form 13 filing (5%+ stakes requirement)
hence less than 5% ...that is why we haven't seen the form 13 filing from jana on zbh yet!
Look at zbh 2Q filing:
https://www.sec.gov/Archives/edgar/data/1136869/000119312517237402/d417601dex991.htm
then search for this part:
Cash and cash equivalents, end of period ....around $450 mils left!
It tells you that the portion cash from Jana' stake is operations funding...instead of cash use to buy amda as we expected it...
That triggered to the next guess is share exchange merger type, hence the r/s plays a part of it (NOT TO FIX $1 ISSUE!)...read my past posts for details.
Correct...
Insiders can't buy shares now ...illegal...
they don't need to anyway...golden parachute free shares to cash in @ time of Change of control.
Plus, Sonny & others might have a better salary options @ Zimmer later on.
https://fintel.io/so/us/amda
check back on August 14th or August 15th ...for the #
By then, we will know the most updated "tutes" holdings.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133528090
he is kinda answer ur question.
I would say $3 + X
For now...only Zimmer & Amedica BODs know the value of the X...
$3 + X = Y amount <<<< this will use to determine the R/S ratio to exchange shares later.
When the cheaters stop selling to their own friendly accounts (left hand sell shares to right hands method)...to create a fake sell-off effect...to trigger the emotion of fainted hearts & lack of market exp. noobs & make them panic & sell. While they sing the song: "the end of the world on amda land, run run run...r/s r/s r/s...dilution dilution, dilution"
http://imgur.com/a/BZQzf
This is so caught on tape a few minutes ago!!!
Orders in between:
Higher than .35 won't get filled!!!
Wink!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133513051
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133510977
&
How many shares I own...
When I buy...
It's none of your "B*Tch-NESS" = Business...literally.
Are you worried about people's $$$?
When did I push someone to buy?
Some type of heroic act or what?
Shall we expect another alias called "Claus" to come here to advise & warn people how to invest their money?
SANTA + "CLAUS"
Roll eyes...Shake my head!
Have a good day pal.
Just to piss the bears off more:
http://exhibit.nassannualmeeting.org/AM2017/Public/EventMap.aspx?shMode=E&ID=577
Click on "Exhibitors List" on the upper left first, then click on "Amedica 905"
You see booth # 905 (AMDA = the bride) is right next to
booth # 505 (ZBH = the groom)
=================================
Trading is stalled for almost 20 minutes...
MMs don't what to do? Keep naked shorting to longs investors (bought & hold)...
Google Search:
Capital Gains Tax Calculator & use the smartasset.com site to play with your imaginary gain for now (soon will be real)
.....
These scum bears will be caught having their pants down & showing their little tiny "wee wee" very soon...
Sonny & Team will give them a checkmate in a surprise way.
Sonny wants the best for investors man...
These scum try very hard to discredit the man.
The man that turned amda around.
The man that brings the tech to help patients (any of us will get old one day)= passing the si3n4 tech from amda (30+ employees) to a giant zimmer (15K employees) based on wiki page.
The man that brings the less invasive method of spinal surgery(CSC method) with many benefits to patients.
Would you choose to put nasty stuff in ur body or si3n4?
You see how these scum's tactic to attack Sonny:
https://www.ipetitions.com/petition/balsgottogo
The whole intention is to DETER investors, make them leave amda, so they can get cheap shares to cover their short positions.
Most likely it is the case ...6% of zbh OS is also my mathematically calculated guess (will provide this calculation later when i have a chance).
The bonus could be some portion of cash...
If that is the case, I won't complain at all...& just vote yes yes yes...
Yes...read the link i posted to Ash.
"Share Exchange
If the merger involves the exchange of shares of the purchasing company for the shares you hold, the decision focuses on the investment potential of the acquiring business, and whether you want to own stock in the company that is absorbing the company you're currently invested in. An advantage of a stock merger is that you receive the new shares tax-free, with your cost basis from the old shares carrying over to the new -- for you -- stock. If you sell shares -- either before or after the merger closes -- you will have a taxable gain or loss depending on what you originally paid for your shares in the company being acquired."
http://budgeting.thenest.com/benefits-cash-vs-stock-merger-32124.html
Just noise from crickets. Read the handbooks from Boston's link on ST...
You will see a series of tactics they have been using...plus
1. Discredit the commander (Sonny Bal)
2. Dress amda as a pos & calling it out it's a scam company...
3. Shoot down the messengers that present factual info w/ links for everyone single person that wants to invest in amda to read & verify by themselves.
(myself, Boston, even Ash too...etc)
Yah...Mountain high of evidences pointing to the deal is about to be announced.
I would like to share the info. about why share exchange is good for many investors in this merger case between amda & zimmer:
1.http://budgeting.thenest.com/benefits-cash-vs-stock-merger-32124.html
Capital Gain Tax benefits for whoever holds amda shares for almost a year.
2. NOLs preserving might benefits shareholders too:
http://scholarship.law.wm.edu/cgi/viewcontent.cgi?article=1005&context=tax
I am not a tax expert, still digging in & learn how this merger works.
$200 mils / 50 mils (fully diluted including BODs options shares) = $4 per share in tax loss to investors.
You forgot to mention about Japan...
Where all these secret pact of testing on Hip, Knee, & Dental with Zimmer & together w/ Kyocera Japan.
Are you buying into the Bears BS on S.T.?
If a person can make up phony glassdoor reviews to attack Sonny (the person that turned amda around & stopped these hedge fund's plan to kill amda stock to BK) ...the glassdoor reviews said Sonny was watching porn in the office & his assistant was the one did operations on his patients.
The tactic to discredit.
The company Zimmer bought w/ cash deal last year, LDRH...had around 30 mils tax loss carry forward only...
Way less compares to amda's 200+ mil NOLs
Instead of worry about the R/S issue, which is not even an issue...
Try to find DDs on Net Tax Loss of $200Mils from amda in case of Merger.
1 If you want to buy amda, how do you want to preserve that big amount of $200 mils NOLs from amda? NO Buyer want to give up that tax loss $$$.
2. Tender off method of BO = CASH pay - investors love this method. BO news hits, you can cash out right away at the $X per share. This tender offer is most likely give up 99% of that $200 Mils. But this is not the case for the merger of amda & zimmer.
1. R/S for BO is not threat/risk more like a planned procedure for merger process...of course the BO news will come before the R/S.
2. The voting should have been done by July 29th, 2017, then start to trade over $1 by August 1st, 2017...if they want to fix the $1 listing issue, but they are not..is for #1 above
August 1st to August 14th = 10 consecutive trading days.
============================================
Voting on August 14th = to checkmate the bears & reduce the risk of deal interruption (give other bidders very tight time frame to place bids) &
W/O the ER # ...no way they can give a valuation on AMDA to bid on.
The Negative Nancy Bears tactic is to get shares to cover their
2.3 Mils short position (they try to get as many cheap shares as possible before the BO news hit)
& of course tons of unknown # of naked shares shorted too.
So they need ton of shares, but everyone is holding to their shares, what can they do? play with fainted hearts using mind games.
Paint the PPS RED while sing the song "The end of the world @ AMDA land" = this tactic works out well for many fainted hearts.
So far, they haven't been really successful @ steal much shares. The shares they sold mostly naked shares that scooped up by longs investors. They can even sell shares from left hand to right hand to manipulate price. All old tricks to me, but many don't get that will fall for it.
Good luck to them trying to get my shares!
Just mind games from the gamers.
http://nakedshortreport.com/?index=AMDA
most shares sold are naked shares...check that later...
who would do that???
the ones w/ insurance protect them...think hard you will know...
of course you have mr. market cough cough cough manipulators as well...
Make it looks red
psychology ploy games to hit the fainted hearts so they will panic & leave...help them to hit stoplosses & create spiral downward trend.
So far, they can't do that yet...most of the buyers hold their shares tight for the BO news..so you see these odd, weird 1, 2, 3 ...etc trades all along....
These are the signal to sniff ....
google odd lots & manipulations
The multiple gains on this is too enormous to offset the risk due to excessive evidence of merger news backed extensive DDs.
Hercules ER only end on last day of JUNE.
Even though it was/is/will be/ paid off in JULY. I doubt it will be on their 2Q ER.
Very well planned....
Give others no time to interfere!
1. Look at the PPS, AMDA sure looks like a POS.
(Good for retails investors, more shares for the same amount of $ invest)
2. Look at the 2014 & 2015 10Ks, AMDA sure looks like a POS.
Bears always try to attack AMDA by complaining about NO FINANCIAL FILING.
3. NO 2016 10K, NO 2017 1Q&2Q...
But to me, they purposely not releasing these filings for Strategic Plans to deter other big dogs in the Ortho industry from bidding on the deal (tactically killing the deal = stop Si3N4 tech. gets into Zimmer's hand, hence will not eating into their lunch later).
The M&A teams, the audits teams, the BODs teams from other big dogs in the industry will look at #1 & #2 above and w/o the #3 above (most recent financial status & revenue)...
NO WAY IN HELL THEY CAN COME UP W/ A VALID BID TO INTERFERE THE DEAL BETWEEN AMDA & ZIMMER. Everything was meticulously planned by Sonny & Team together w/ Zimmer Team. Si3N4 tech is a MUST have for Zimmer!
In addition, the timing of the DEF14A to vote is very rush, I would guess they will release the BO news very close to the voting day.
This way, they will give the others really less time to come up w/ legit bids to F the deal up purposely!
Dressing amda as a POS for years & attacking amda sale front for years... finally backefire at them.
Wink @ "the mole 7948 was exposed by the child"
That would be very high valuation...
Do you know how much per share if an exchange of 2 to 1? The tech does worth that much, but I doubt we can get that high of a valuation for zimmer to pay for.
wink @ "the mole 7948 that was exposed by a child"
8 to 9 years little sale no fun....
so they decided to sell BIG at once (the whole company) for premium price...
Watch it!
wink shab shab
wink alpha alpha
wink short nakie nakie
wink Market cough cough Maniupulators
As investors "joes", we only care about the BO news day...
Can you make it more simple to understand? In you example:
Was the BO news announced BEFORE or AFTER the shareholders meeting (voting) day?
How many days apart from the shareholders meeting (before or after) based your answer from the above question.
Please don't make the bears crap in their pants...
wink @ Shab Shab
wink @ Alpha Alpha
Wink @ Mr. Market cough cough Manipulators.
Could be my guess on the asking for more options be true:
What I expect is the "ask for little more incentive (20K options more for each big dog)" for Sonny & Team for doing a good job = selling the company for premium price. It's absolutely normal! The amount of auth. shares will specially be adjusted (just based on ones's theory) doesn't make any sense at all & quite illogical.
from my post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133430638
Also,
Prelim 14A, then DEF 14A...what is next?
the DEF14A-A (amendment!) <<< They can skip this & put it in their 8K on the day they announce the BO news, I believe so...either way, they have to have the real # of BOD options # revealed.
that is when the whole real ### of options will show up!
By law, by SEC policies...legally....
Prelim 14A = kicks start the voting process.
DEF14 = show the fully diluted # of shares = 48Mils roughly
& most importantly, the part that says:
July 25th, 2017 & the 60 days right to exercise! change in control! <<<< that part was blank on the prelim 14 A.
Basically they have a merger done date set! What we (including you or not? I don't know...doesn't seem like it is.) the little joes care about the BO news date only. Our job is done at the moment BO news announce! cash in = kaching!
Wink!
GLT YOU!
Reading my post 1 & 1/2 year? For real?
I don't post much until the
"long-lived assets" audit from 5.26.2107 filings
ASC360 = selling asset or group of assets = the whole company...
That trigger my deep DDs into the BO thesis...which turns out to be quite correct!
I do deserve to lose all my $$$ if I am so wrong on my DEEP DDs.
I am not here to gamble.
ESP WITH LINKS PLEASE!
I respect dif. opinions & perspective...
But I do hope they provide links for everyone to verify.
Just like you & I did.
Hi...How are you today?
Wink!
That is why it's called "investing" not "gambling" if you do your DEEP, DETAILS, LOGICAL DDs.
I am sharing my DDs for whoever want to invests if they find it makes sense to them.
Buy/Sell on their own decision! I am not here to sell anything. That is why all my DDs come w/ links for everyone to verify.
I am investing at the moment for big gain. The point of buy/sell stock is to make $...trading trading trading ...ah I found a diamond in the rough...so I started to invest (dig 100 ft deep into the DDs)...& believe this piece of hidden diamond to give me big gain at the end (company sold for premium price!)...HOLY GRAIL of stocking investing 101? Right?
What about you my friend? trading? shorting? gambling? watching?
Don't be offended, just asking a simple question.
From SweepsMcGee's post:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133418887
"The language you've italicized is the exact same language used in the company's def 14a from 2015. Would seem to be boilerplate."
A simple piece of info can be verified by any noobs in investing/trading...
2015 X amount
2016 same X amount (post R/S)
2017 X amount will be the same...it's fitted frame to hold # of shares...like SweepsMcGee have said.
What I expect is the "ask for little more incentive (20K options more for each big dog)" for Sonny & Team for doing a good job = selling the company for premium price. It's absolutely normal! The amount of auth. shares will specially be adjusted (just based on ones's theory) doesn't make any sense at all & quite illogical.
With all these things have been going on. Merger is so writing on the wall.
Stay on the sideline & watch the big news hit to the st.?
Trading for 1 or 1/2 penny per share gain & risk to miss a big news hit the st.?
Worry it will be r/s & pps will drop....lmao...R/S voting rush is for OS adj. for share exchange purpose..if they wanted to r/s to fix $1 issue..it should have been done already (today is the first day to have to trade over $1 + 9 more consecutive trading sessions over $1 too). Also, the proxy to vote should have been out on week of July 3rd not on the last week of July.
What they are doing is to time the merger news & finish up the merger process in a very tight range for many reasons.
One most important ones is not giving no ones a chance to interrupt, interfere the deals.
Doesn't matter if they increase your so called "dilutive potential" by 1000000000000000 times...
The R/S purpose = is to adjust the OS for share exchange w/ zimmer.
Simple as that.
There won't be any surprise new shares issues...don't make any sense at all.
Unless, you purposely want every reader to read into that "DILUTION" is coming to the theater near you!
Correct...
I know what is reverse merger is...
then we don't need the $4 minimum price
but the way they with play w/ R/S ratio is the same
Divide first, then Multiply later same result.
3 points I want to add:
1. If this was 3 years ago, then I worry about the risk of issuing new shares = dilution to raise $ to keep operations going & to develop the tech, then I will worry how many shares available can be tossed on the market to raise $...doesn't matter if 202M (w/o R/S) vs 246.8M (Post 1:15 R/S for example), still a very large # of shares....but look at #2 below:
2. Merger news is on the horizon (could be announced within hours or days). So business combination w/ Z is about to happen. It will be business discontinued for AMDA at once = why bother issue shares to raise $??? They don't need it! Illogical!
3. DP60 was worried about the surprise news shares be issued on the voting like the #2 above. The only surprise (or for me will be expected, not even a surprise) is Sonny & Team ask to increase 20K more shares (on top of the 800K options shares, suppose to be vested on Change of Control) because they do a good job as selling the company & make all investors rich as hell!
Come on guys...if they make you rich...don't you think they deserve a bit of more shares???
My prediction is 6% more shares to dilute Zimmer Current OS for the merger deal = 12Mils shares...
I will post my analysis later on why I think it will be a minimum of 6% (12Mils) shares add to Z's 203Mils OS.
Also,
1:4 = 12 Mils shares, then 1 (amda) :1 (zimmer) share exchange
is the same as:
1:12 = 4 Mils shares, then 1 (amda) : 3 (zimmer) <<<< this ones here is to make the PPS above $4 a share to qualify what Boston presented in a few previous posts back.
Remember, the BO deals will be out first....with tons more details about the merger & the ratio for r/s in the filing later (the exact ratio)...
Not R/S, then BO news = this will be attacked by bears = Don't you think Sonny & Team know about their attack on amda?
"Immediately prior to the merger, Tyco WILLeffect 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."
1. News first
2. Will R/S
3. Official Merger = S4 filings = Business Combination
All started with the auditing "long-lived assets" = ASC360 (Dispose of asset or group of assets = whole company) in their filing on 05.26.2017 ....it's not the ASC350 (a quick check for impairment yearly for 10K).
BO is so printed on the wall...It's just the matter of when see the BO news (I still stick to the next few days based on the DEF14A on Friday)
This file contains various types of M&A:
http://www.egsllp.com/TaxFreeBusAcq.pdf
stock to stock Merger = helps amda shareholders on capital gain tax & also help zbh with less dilution on their current OS. Also, they might try to find ways to preserve the $200 Mils tax loss carry forward (NOLs) too.
Bear spinning FUD? Good Luck with that!
I will post a long details of this subject of "stock to stock merger" when I have time to find more info...for the mean time...you REAL longs out there, please help to search for these:
Dig in the "prior merger" r/s subject
or the share exchange merger
or stock to stock merger
"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."
Things should go in this order:
1. Announcement of BO news first (I believe this will be the next few more days!)
2. WILL r/s later based on merger plans (have to do with the valuation of BO!) & vote results (of course the planned of voting for r/s = already in placed); that is why we already have the DEF14A w/ the fully diluted # in the filing..
3. The official share adjusted in details will be on the effective date of the merger agreement...how many r/s ratio applied.
Think about this: How can we share exchange a .37 per share stock with $125 per share stock. Logically, that is why the r/s come in plays, but BO news will come first, then the R/S will be applied based details of the ratio on r/s will be used for share exchange purpose & that is based on the BO valuation price. These both # are related for this share exchange deals of merger.
In the DEF14A...the proposed ratio of R/S is 1:2 to 1:15 range:
1:2 = 24 mils fully diluted shares X $125 per share = $3 Bils (This is maximum BO Valuation!)
1:3 = 16 mils fully diluted shares X $125 per share = $2 Bils
1:4 = ....
& so on ....
1:15 = 3.2 mils fully diluted shares X $125 per share = $400 Mils (This is the miminum BO Valuation!)
Guess all you want from $400 mils to $3 Bils BO valuation.
We will know how much it will be once the BO news hit the st.
I would say sometimes next week or 2nd week of August!
1. On page 16 of today DEF14A, you see language like this:
"exercisable within 60 days of July 25, 2017" <<< on my posts last week, I said we will see this fill in...it implies the whole merger process will be done before 3Q ends!
It's there because of this list of events:
https://www.mystockoptions.com/articles/index.cfm/ObjectID/0E38632B-768F-4A08-A446B71F095C442E
http://venturehacks.com/articles/acceleration-sale
2. Why do they rush to do the R/S? They have until next Friday (10 biz days rule) to shoot out the DEF14A, but instead they do it today (they want to finish the whole merger process before 4Q (hint hint CSC submission in OCT. = on their prelim 8K, remember?) Size does matter! Don't believe me? Ask the ladies! Stop going there, you dirty minds! I meant the size of the company that files 510K to FDA to get approval...check this example out:
http://www.johnsoncontrols.com/media-center/news/press-releases/2016/01/25/johnson-controls-and-tyco-to-merge
"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."
(The point is to R/S first, based on a certain ratio range from 1:2 to 1:15, then matching 1:1 share exchange w/ ZBH later.) Of course it will not be exactly like the example link of Tyco above...but will be similar protocol.
3. As for the real # of accelerated vesting options (the real #) due to COC (Change of Control), I bet we will see DEF14A Amendment very soon.
***** Side notes: AH today...there was 10K ASK @ .375 ... it was quickly withdrawn as soon as the DEF14A came out & only showed 1K ASK @ .53! WHY WHY WHY WINK WINK WINK ****
So backward now...hahaha...all options are gone!
ahem...
shall we see DEF 14A amendment of the real # man...sonny man.
Come on Sonny show us the last card in this poker game...lol