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At closing per the 8K and the "Agreement clause 2.1.2".
From 8K:
The purchase price shall consist of a cash amount, a stock amount and an earn-out amount as follows: (i) Brazilian Real (“R”) $100 million (approximately US$26 million) to be paid by the Purchaser in equal monthly installments over a period of forty eight (48) months following the closing date; (ii) an aggregate of R$100 million (approximately US$26 million) in shares of the Purchaser’s common stock, valued at US$1.00 per share; and (iii) an earn-out payable.....
At closing:per agreement
Clause 2.1.2: says that Purchaser has to hand over 26m in shares of GDSI valued at $1.00
In your opinion how do you interpret this?
IMO they will do an offering of unregistered shares
You mean Pitbull unleashed
Seems to be pulling back everytime the ASK is hit. The stock is on a tight leash.
After a long wait, with back and forth trades between 004 and 0045, it may finally get to break 005 before close.
3 months later JUNE 18th they complete the acquisition of NACS Vehicles. It is part of GDSI till date. They are better off now.
The facts are in the 8K. The 8K facts have to to be consumated at closing. Read under "agreement", under clause 4, 4.1,4.2,4.3
Then read 2.1.2, 5.5, 5.10, 5.16, 5.17(compare 5.17 with TR Winston & Co and their business)
Then finally read clause 9:Termination and abandonment
Wait for closing: That is what I say. They have failed twice before to close. Will this come through. TRWN is at 1.02?? dont know if that is a prop or not.
These are the facts: from 8K
In details under "AGREEMENT"
Clause 2 Purchase Price
2.1.1
2.1.2-clearly states 26m shares handed to Rontan at $1.00 and the shares will be used to repay Institutional debt.(read earlier in 8K, 26m will cover all instituional debt)
3.1.1-states the KPMG opinion letter regards to Rontan's audited fins for 2013,2014 which Rontan have already completed(read earlier in the 8K).
4.Closing
4.2-Rontan will transfer their shares to GDSI, and GDSI will hand over the cash, and the issuance of stock as in the agreement.
LEV2 - We have seen TRWN at 1.02 recently. Speculate why they are there. Maybe the 26m shares was handed to them.
T. R. Winston and Co., Investment Banker
We have to wait for the closing for all the pieces to fall in place. $1.00
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It is obvious the mm is waiting on something. The deal mentioned 26m shares at $1.00 to be paid to Rontan. I believe it is possible. The Company is profitable. Assume 10% net gain of 130m Rev= 13m gain. Assume a max OS of 650m. The profit/share=0.02
PE ratio can be anywhere from 15 to 30 which gives a pps of $0.3 to $0.6.
If OS is around 450m and net gain is around 15% then pps will get to $1.00
The deal signed is about there.
You got that far, and did not ask if Max is CEO and board meeting done?
As much as I like it, it can also be a test on patience. The algorithmic auto trading takes this to trades between the mms and within the mms designated to be at the bid and the ask. 0036 to 0042 touch/go and repeat, until the parameters shift to 0042 to 0055
Next move up will take out 0044
It is entirely possible to breakout without even going for that retest. This will make a very good next 2 weeks.
GDSI chart, one more retest of the 0.0027-003 may be needed, if the Algorithm has programmed the Lower SAR (0029) into it. After that, News will propel the pps towards 009,022, 06 and higher as time progresses.
3:50Pm some folks decided to raise cash and sold at BID.
One t trade for 1.659m for 6K in conv.
Oct 8 the deal was signed, Oct 19, the 8K was out, Oct 21st the PR is out. The Website is showing Rontan as a GDSI company. The Board meeting to crown "Max" CEO is the only unknown. Today is OCT 29. GDSI story so far.
Yup, it seems audit is done, otherwise Rontan Group would not be on the GDSI website as being part of GDSI companies.
"Max" must speak for GDSI and market wants to hear his voice. LOL.
The mm and shorts are waiting for the Mystery man "Max".
The stock did well until April third week, when the 14C was released for the increase in AS from 450 to 650m. That set off selling into every pop. Then came the note conversions from Aug till the Rontan news on OcT 19th. OS increased to 350M or so or can go up more.
The pop to 009 is losing steam due to continued dilution.
If it ends and Richard has the deal confirmation news, then the investors will welcome the news with pps rising to the real value of 120m Rev/13m net gains. If this news is delayed then pps will lose more ground and buyers will be shy to add.
I knew that last week. The issue is Richard Sullivan knew of this before he even thought about acquiring Rontan. Surely the plan was there way before June. LG is usually very adaptive and accomodative to work out solutions. We do not know if he did it or not.
We are seeing the effects now, of this partial dilution.
He should have already done it( the 2016 ones) while doing this deal. Anyways, it all depends if "Max" becomes CEO and the deal is consumated.
The PR and the GDSI website seem to indicate this. The mm and the market are yet to recognize the acquisition in full.
The guys who loaded last week are known pumpers, who can dump at will. What concerns me is why Richard Sullivan agrees to a deal to pay 52M + for the deal, and seek audits by KPMG etc, but not pay off the small debt he is holding here. This dilution should have been avoided.
Richard Sullivan ! What's up with this deal?
The trademark second pop came, did not get to 0.012, but 0.094.
Now the trade mark red candle today, followed by drop drop drop below 0.005 in the coming days and then towards sub 0.002
Just like another stinky pinkie sticking debt to shareholders, after signing a deal for $52M+++ to buy a huge company. This idi$T Richard Sullivan could not pay 1.6m cash($XXX in notes in debt)to settle with debt holders. Cheapskate Richard Sullivan.
Richard should have paved the way for shareholders to benefit from the news with pleasure and happiness.
It is all on "Max" and his endorsement of the deal and crowning as CEO. With 130m/approx 13m net gain added to GDSI, the pps should have had an instant 0.25-0.30 pps with 650m AS/OS maxed. But here we are at a paltry 0.0035-0.004.
The PR
PALM BEACH, Fla., Oct. 21, 2015 /PRNewswire/ -- Global Digital Solutions, Inc. (GDSI), a company that is positioning itself as a leader in providing comprehensive security and technology solutions, today announced that it has acquired the Rontan Group ("Rontan"), headquartered in Sao Paulo state, Brazil. (Refer to GDSI's October 19, 2015, 8-K filing for details.)
At an upcoming special meeting, GDSI's board of directors is expected to elect Rontan's CEO, Edigimar A. Maximiliano Jr., Chief Executive Officer of GDSI and Richard J. Sullivan Non-Executive Chairman.
Founded in 1970, privately held Rontan designs, manufactures and delivers emergency warning equipment specifically for public safety organizations and professionals. Rontan exports products to many of the world's most competitive markets, including the United States, Canada, Central and South America, Europe, Asia, Australia, Middle East and Africa. The largest specialty vehicles and acoustic and visual signaling equipment company in Latin America, Rontan has earned ISO and TS Certifications, attesting to the quality of its management systems.
With 2014 revenue of R$ 500 million (approximately US$ 128 million), Rontan produces some 5,000 vehicles per month and has approximately 1,200 direct and indirect employees. In 1999, through a partnership with the biggest worldwide manufacturers of vehicles for fire fighters, Rontan became an authorized representative of the Oshkosh Pierce vehicles
Rontan Telecom is the largest manufacturer and distributor of Motorola radios and communication trunking systems for police forces in Brazil, providing technical assistance on the full line of Motorola radios.
"This exciting transaction represents a significant step forward for GDSI," said Richard J. Sullivan, expected to be named non-executive Chairman of GDSI. "We have been extremely impressed by Rontan's 45 years of experience and exceptional record of serving customer needs with top-quality products and services – both in Brazil and internationally. Rontan's capabilities create enormous synergies with the specialty vehicles produced by North American Custom Specialty Vehicles (NACSV), GDSI's wholly owned subsidiary. We're especially delighted that "Max" Maximilliano (Rontan's CEO, Edigimar A. Maximilliano) will serve as GDSI's CEO. Max is an extremely talented and experienced leader, and we're excited about welcoming Max and the entire Rontan team to the growing GDSI family
"This is a momentous milestone in Rontan's 45-year history," said Edigimar Maximilliano ("Max"), expected to be named GDSI's new CEO. "The combination of Rontan and GDSI – with GDSI's experienced management team and board of directors headed by Richard Sullivan – will help us expand our capabilities while continuing to provide our worldwide customers with world-class products and services. I'm looking forward to leveraging Rontan's extensive experience and international reach to enable the new GDSI to team seize the many profitable growth opportunities envisioned by GDSI's global strategy."
I guess it was the agreement, because they gave up all their shares they owned at Ronton to GDSI + they gave their entire company and assets + they know the business and can be a great value for future operations and expansion to other markets. A plus all the way. A give and take.
This NOT a Reverse merger. It is an Acquisition a total BUYOUT with 26m in cash( payable in 48 monthly installments), + 26m in stock at $1(maybe preferred), and an earn-out payable in 10 days after audit. GDSI will buy all the assets and the shares held by the sellers.
GDSI will have to find ways to pay 26m in cash in 48 months. It is backed by a guarantee from a hedge fund.
It can get complicated., and needs to handled very well by them.
Correct, use the dilution selling to grab some cheapies and hold for the long term. You got to know when to grab em and when to hold em. They will have no choice but to RS and get uplist to Big Board in future. My sense is it will be a very tough and rough time to survive as a pinkie with such a huge operation. They will need to uplist. Hope they can succeed.
Todays data shows small lots of conversion. They did them yesterday too.
Watched it close in the 3's at LOD.
This is the pink way to raise cash via toxic convertibles. Then they complete the merger, using the cash guarantee from the Hedge Fund, after the KPMG audit. No timeframe on audit completion, but 10 days after it. Then they become a new company and RS and probably attempt to uplist into the Big Board. Long term risk- hold play.
News is put out to assist and aid the conversions to get and suck the volume from buyers. They need buyers to buy high. This is the only way for the toxic mamas to make big profit. They get the news and the P&D crew to develop a momo frenzy..imagine the frenzy as in piranha chewing the flesh(ask)
Fact is that there is a ton of shares to be unloaded by Toxic lenders and the P&D crew is highly active. Chart is clear as day, no doubt pps will go much lower.
The P&D group worked hard to make gullibles buy the ask. Next week pps will drop. Merger will not happen until the audit is done, It will be a while.
AH TT nearly 2m shares show conversions.
Toxic lenders are converting. They want their cash, merger means squat to them. Next week GDSI will go back to the 002's.
Facts: CEO Roger bought shares at 0043, about a month back, then last week he bought again at 0031. Today the stock is at 0023 and people are selling at BID willingly everyday, to get out. This is serious DD and undisputable fact. Just an observation.
Roger and DIRV, Motorola and Taser are in the game of BCams. Everyone is curious on where and when will DIRV enter the game.
Your story is not believable. Looks like you have been unloading at every chance when there is a large bid.
Isn't it time the pps began its walk towards Chicago, if it cannot run, fly or ride the bus.
The problem: not enough buying to push pps up and stay up.
Good real news should do it. The question is when will Roger do that.