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Nah.
Do Govern Yourselves Accordingly.
Formality vs Reality, The BioAmber "Q"
The "Q" for BioAmber was attached as a matter of formality and not reality.
A Few Facts:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=149195122
What Happened to the Chapter 11 of BioAmber Inc:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=152331051
A Note on the "Q":
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=152300715
Do Govern Yourselves Accordingly
This mental exercise assumes efficient-market theory and is fundamentally in the same predicament as asking how and why is it possible for substantially all of the company's assets to sell at $4.3 million USD when just one portion of those same assets were documented and appraised at over $100 million.
The usual answers are:
1. Valuations don't matter, it's just what the market pays.
2. Bankruptcies are tough and that's just what happens.
Nah.
The Nexant appraisal estimated the cost to produce a 30 metric ton succinic acid plant in Canada at between USD $132 - $140 million, and further valued it as an operating facility within the range of USD $53 - $72 million. Those valuations would either meet or sufficiently exceed BioAmber Sarnia Inc.'s debt.
Couple the physical assets with the NOLs, billion dollar Vinmar contract, and comparable cost valuations to produce the same in both time and money (Nexant only valued the Sarnia plant); and valuations range from hundreds of millions to billions.
The swing from .03 a share to $4.16 a share is not only plausible, there are valuation models and sufficient documents to support it.
Additionally, and in the absence of a multi-step transaction or pending corporate transaction involving BioAmber Inc., there is the obvious problem that given the excessively low Visolis Transaction when compared to the Nexant appraisal (and again, not an appraisal of the entire company, but only of one physical asset of one of BioAmber Inc. subsidiaries), it raises the question of fraud.
Still, KKR, LCY Chemical Corp. and their joint ventures are absolutely planning on continuing BioAmber's operations, producing bio-succinic acid, bio-succinic acid derivatives, and competing against equivalent petro-based products and companies in the short term, and long term becoming the global bio-based front runner. These are ultimately billion dollar efforts.
For that, they need BioAmber.
Do Govern Yourselves Accordingly
Truth, justice, and sound reasoning have no "size".
The fallibility of PwC is afforded zero protection from any courts; the conveniently omitted line item [122] just before the referenced [123] is a great read for the first time ever.
The following four words are worth searing into one's comprehension:
"Save and except for"
"Save and except for"
"Save and except fooor..."
Gross negligence or willful misconduct.
DO GOVERN YOURSELVES ACCORDINGLY
Ding, Ding, Ding! We have a winner!
Nah.
Plant was worth more as scrap metal.
Some people do understand basic economics.
Secured and Unsecured Creditors: Zero Uproar
To date there has been zero uproar from secured and unsecured creditors of BioAmber Inc., BioAmber Sarnia Inc., and BioAmber Canada Inc.
Why is that?
Unless all of BioAmber's creditors simultaneously had a lapse in judgement of colossal proportions, the most obvious answer is that they have agreed to an arrangement or plan that includes the current distribution protocol which necessarily distributed funds from the Visolis Transaction. If Crane LLP along with a small subset of shareholders could hold up this case this past summer and cause an extension to a Stay Of Proceedings while examining the Vinmar contracts, certainly any one or more of these significant creditors could hold up these entire proceedings for any number of reasons, in particular in the case where 4 million dollars for the Sarnia Plant valued at 140 million would be perceived as fraud.
Under the CCAA, shareholders would not be included and do not have to sign off on any arrangement with creditors in the case where it does not impact them. Therefore it would not be necessary to directly contact, report, answer questions or disseminate information to shareholders under such an arrangement, which has been PwC's position towards BioAmber shareholders this entire time.
PwC still has yet to publicly post the Discharge Certificate, which is a necessary condition in their role as Monitor.
Do Govern Yourselves Accordingly
Call your broker and ask for someone familiar with Corporate Actions or from their Reorg Department.
They will then direct you to one of several contacts attached to the CUSIP Suspension.
Additionally, there has yet to be publicly filed a Discharge Certificate, which according to the most recent Canadian judgement is required to officially terminate the CCAA proceedings.
PwC refuses to answer any questions with definitive specificity, even outside of Chapter 15 and the subsequent CUSIP Suspension. Should you have any questions, this is PwC's default answer:
This statement applies to any company on the face of the earth, traded in any manner and on any exchange, OTC, NYSE, TSX, or otherwise.
There is a difference between "inactive" and "dead".
KKR & Co. has purchased LCY Chemical Corp. with the explicit intention of relisting the company within 5 years.
http://www.taipeitimes.com/News/biz/archives/2018/09/11/2003700170
Agreed.
Bio-Succinic acid and its derivative products will be a mainstay in the future global markets, usurping petro-based products.
This is being set up as a continuity of business, it's easy to see from a mile away.
KKR In The News:
Emerging stronger from a downturn (11.13.19):
https://pitchbook.com/news/articles/emerging-stronger-from-a-downturn-at-growth-stage-companies
Likely the BOD is already in place, although due to LCY going private after KKR acquistion, it would be difficult to know the exact timeline.
https://media.kkr.com/news-releases/news-release-details/kkr-consortium-completes-lcy-transaction
It is possible the new CEO is picked via vote from a parent company's Board Of Directors.
KKR's forward strategy likely includes strategic timing. There is a strong chance KKR has already determined any announcement date.
BioAmber Inc.: What happened to Chapter 11?
The following is factually incorrect on two levels:
NOTE:
The "Q" was attached during the filing of the Chapter 11, which itself was immediately dismissed upon recognition of the CCAA as a Foreign Main Proceeding under Chapter 15.
As such, the "Q" remains, however, the intrinsic structure of the proceedings and cross-border scenario with three separate BioAmber companies functions whether or not there is a "Q", and necessitates a deeper understanding of parent companies and their foreign subsidiaries.
There have been many documents speaking to the sale of the company, as well as the totally obvious "Letter of Intent for Investment in BioAmber Inc." penned by the CEO of Visolis as part of a joint venture with LCY Chemical Corp. That joint venture is LCY Biosciences "LCYB". LCY Chemical is also now a private company owned by KKR.
Still, as per the recent Canadian judgment, BioAmber Sarnia Inc. and BioAmber Canada Inc. are not in bankruptcy under BIA unless declared by a court of law. These words were written by the Canadian judge himself. This leaves BioAmber Inc., the US parent company (where the shares are), which had Chapter 11 dismissed upon recognition of the CCAA, and yesterday (November 14, 2019), the US judge signed the Order dismissing the Chapter 15 Case. As such, BioAmber Inc. is not in bankruptcy.
TO BE CLEAR:
BioAmber Inc. (US Parent company, i.e. where the shares are), BioAmber Sarnia Inc., and BioAmber Canada Inc. are not in bankruptcy.
The motion for these dismissals, signed by two separate judges in two countries, is in the best interests of equity holders.
DO GOVERN YOURSELVES ACCORDINGLY
Nah.
There is no drama. Multi-year or otherwise.
All predictions for share cancellation have been wrong, including the prediction for October 31st.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=150020707
Now a prediction that revocation is more likely than share cancellation?
Nah.
BioAmber Valuations
As per the recent judgement, Judge Pinsonnault agreed with counsel that the Vinmar Contracts have great/substantial value:
The Vinmar contract is a 15 year offtake agreement for 100% of the BDO and THF output. This is a billion-plus dollar agreement. BDO and THF are derivative high profit products made from bio-succinic acid. Vinmar has also signed an offtake agreement for a portion of the bio-succinic acid production.
The Sarnia plant produces bio-based succinic acid. In order to fully execute on the Vinmar contract, a second manufacturing plant would need to be built that would produce 200,000 metric tons per year. Sarnia's nameplate capacity is 30,000 metric tons per year.
BioAmber Inc. has already completed two of four phases with the Department of Energy's Loan Program Office under the Title XVII Innovative Clean Energy Projects for a $360 million loan guarantee to build a second manufacturing plant.
Now, LCY Chemical Corp and Visolis enter and purchase the Sarnia plant for an upfront purchase consideration for far below what it would cost to build a new plant; all this under CCAA as a Foreign Main Proceeding and structured as an asset purchase, no doubt one of the reasons being for tax purposes. PwC and Visolis reference 2-step transactions in the "Letter of Intent for Investment in BioAmber Inc.".
This is saying nothing about NOLs or comparative cost valuation; what it would cost in both time and money for a company to set up the same structure as BioAmber Inc. -- arguably 5 to 10 years and hundreds of millions to billions of dollars.
That is why this is so attractive to LCY Chemical Corp (which is now a private company owned by KKR).
And again, it must be realized that the structure of this purchase is being handled under a cross-border scenario, as there are three separate companies, the US Parent and two foreign subsidiaries:
1. BioAmber Inc. (US Parent company, where the shares are)
2. BioAmber Sarnia Inc. (Canadian subsidiary, sole shareholder is BioAmber Inc.)
3. BioAmber Canada Inc. (Canadian subsidiary)
The Nexant appraisal estimated the cost to produce a 30 metric ton succinic acid plant in Canada at between USD $132 - $140 million, and further valued it as an operating facility within the range of USD $53 - $72 million. Those valuations would either meet or sufficiently exceed BioAmber Sarnia Inc.'s debt.
Couple the physical assets with the NOLs, billion dollar Vinmar contract, and comparable cost valuations to produce the same in both time and money (Nexant only valued the Sarnia plant); and valuations range from hundreds of millions to billions.
The market is currently valuing the company at approximately between USD $5 and 9 million, in part because the tax structured asset purchase for the Sarnia plant only showed an initial transaction for an upfront purchase consideration of USD $4.3 million. Again, this transaction was structured under the CCAA in a cross-border scenario and added to the complexity of any 2-step or multi-step process. While the CCAA handled the three BioAmber companies all at once for administrative purposes, legally the courts necessarily treat each corporation separately.
Still, while the market values BioAmber at over double the upfront purchase consideration, it stands as fact that these valuation ranges are woefully inadequate and not even close to BioAmber's intrinsic value.
Given the Nexant appraisal, NOLs, and Vinmar contracts alone at minimum speaks to a valuation of hundreds of millions. Period.
Do Govern Yourselves Accordingly.
This has absolutely nothing whatsoever to do with BioAmber:
SEC FILINGS and EMPIRICAL EVIDENCE
The "Q" was attached during the filing of the Chapter 11, which itself was immediately dismissed upon recognition of the CCAA as a Foreign Main Proceeding under Chapter 15.
As such, the "Q" remains, however, the intrinsic structure of the proceedings and cross-border scenario with three separate BioAmber companies is functioning whether or not there is a "Q", and necessitates a deeper understanding of parent companies and their foreign subsidiaries.
As per the recent Canadian judgment, BioAmber Sarnia Inc. and BioAmber Canada Inc. are not in bankruptcy under BIA unless declared by a court of law. This leaves BioAmber Inc., the US parent company (where the shares are), which had Chapter 11 dismissed upon recognition of the CCAA.
The motion for dismissal of the Chapter 11 was in the best interests of equity holders.
Do Govern Yourselves Accordingly.
BioAmber is not in bankruptcy.
Shareholders will remain intact.