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Why has there been zero mention of share cancellation? Could it be that it doesn't exist/isn't real?
Which company is in bankruptcy?
Neither has share cancellation.
BioAmber's "Ensuing Aspect" and Watershed Statements
To date there has been no public statements made by PwC, any judge, attorney, executive, or creditor that can be cited which speaks to the precise outcome for BioAmber Inc.'s shareholders.
All public statements made to date requires deductive reasoning to draw some conclusion.
Contrast this with a watershed statement citing the outcome of BioAmber Inc. (none currently exist) which would require no deductive reasoning as all necessary information in the statement would be inherent and contained therein. Such statements would contain conclusive information specifically relevant to BioAmber Inc. shareholders.
The reason PwC and others have purposely avoided making any watershed statements is one or more of the following:
1. It would have drastic effects on Bioamber Inc.'s share price during legal proceedings.
2. PwC must honor Non-Disclosure and Confidentiality Agreements.
3. It is outside their purview in the context of the CCAA.
4. They do not know.
In the Canadian Superior Court's most recent judgement dated July 2nd, 2019, Judge Pinsonnault stated the following:
The secured creditors of which company?
The Vinmar contract is with BioAmber Inc.
There are three companies here:
1. BioAmber Inc. (US Parent, where the shares are)
2. BioAmber Sarnia Inc. (Canadian subsidiary, the sole shareholder is BioAmber Inc.)
3. BioAmber Canada Inc. (Canadian subsidiary)
It is obvious the Vinmar contract has tremendous value (in the billions). Who has access to that value is another matter. The secured creditors of BioAmber Sarnia Inc. within the CCAA can only push for outcomes over which they have security interest.
The Monitor or one of the many attorneys involved in the various proceedings might be consulted to answer the question:
Yes.
Which must necessarily mean that, in light of the settlement, any creditors of BioAmber Sarnia Inc. or BioAmber Canada Inc. do not have security over BioAmber Inc. Given that fact, this further means that BioAmber Inc. either does not have or has satisfied creditors and has no reason to continue proceedings under any chapter of bankruptcy.
This goes back to the original Chapter 11 filing which was filed in tandem with BioAmber Sarnia Inc. and BioAmber Canada Inc's BIA filings. In that Chapter 11 filing from BioAmber Inc., they checked the box that there will be funds available to distribute to unsecured creditors.
Much has been made about the notion that any such transaction for BioAmber Inc.'s shares or the company as a whole must be reported by the Foreign Representative to the Canadian Superior court and "signed off on" by the US Judge.
No.
PwC as monitor in the CCAA (a Canadian proceeding) has no responsibility to report to the Canadian court any 2nd-step transaction that will occur with the US Parent post CCAA, notwithstanding the fact that they themselves worked with LCY Chemical Corp and Visolis to set up and facilitate that very same sale structure. Additionally, they are further bound by the well documented Confidentiality Agreements and Non-Disclosure Agreements referenced in the REQUEST FOR BINDING OFFERS (see the Monitor's Sixth Report) for BioAmber Sarnia Inc.
BioAmber Inc. continues to hold the Vinmar contract, worth billions. As stated in the most recent 10K, the contract is still on the table until the end of the year, as, quote, "Vinmar has agreed to postpone to December 31, 2019 any right it may have to terminate the offtake agreement for 1,4 BDO."
Govern yourselves accordingly.
The following is recommended by PwC:
Nah.
PwC has both hidden and not disclosed a slew of information; of course, the most obvious indication of this comes from PwC themselves and posted right on their website:
Confidential Agreements and Non-Disclosure Agreements are signed contracts between two or more parties. Thus the word "agreement".
"Hidden" or "hiding things" requires no agreement.
Elementary level stuff.
Every timeline prediction to date has been remarkably incorrect.
Every short term outcome prediction to date has been remarkably incorrect.
Every price prediction to date has been remarkably incorrect.
Such would be expected when predictions about BioAmber Inc. are being made from half-truths, repetitive propaganda-like rhetoric, faulty analysis, misunderstandings about parent companies and subsidiaries, and confusion about the nature of cross-border legal proceedings.
It is not enough to simply read PwC's monitor's reports or a single judgement from the Canadian courts. One must also understand that "BioAmber" is not being handled as a single entity with which simple, elementary-level blanket statements can apply.
There are three legal corporations:
1. BioAmber Inc. (US Parent company, i.e. where the shareholder's shares are)
2. BioAmber Sarnia Inc. (foreign subsidiary; BioAmber Inc. is both a creditor and a shareholder of this company)
3. BioAmber Canada Inc. (foreign subsidiary; BioAmber Inc. is a shareholder of this company)
The US Chapter 15 proceeding is not functioning and does not function to magically mash all three of these entities into one big ball to be handled in one fell swoop. Its current purpose is to recognize the CCAA as a FOREIGN MAIN PROCEEDING for administrative efficiency. It is in no way an alteration of BioAmber Inc.'s corporate structure.
CCAA remains open. The Discharge Certificate has not been issued. This is what BioAmber Inc. shareholders are waiting on ahead of next steps.
No doubt some shareholders will proceed forward by either selling, make an enquiry or filing a complaint with the OSB (Office of the Superintendent of Bankruptcy), or obtaining legal representation, as has been the case with a handful of shareholders and Crane LLP.
BioAmber Inc. shares and shareholders will remain intact.
One small hopeless cancellation fantasy.
From the Office of the Superintendent of Bankruptcy, just a friendly reminder:
Office of the Superintendent of Bankruptcy Canada
Exactly!
BioAmber Inc. has not had any debt expunged!
The entire argument for the last year is that shares must follow the same fate because of absolute priority rules in regards to creditor's debt being expunged!
This is to say nothing of the fact that there are three legal corporations involved in this cross-border proceeding:
1. BioAmber Sarnia Inc. (have they had debt expunged?)
2. BioAmber Canada Inc. (have they had debt expunged?)
3. BioAmber Inc. (US parent company, there is no debt to expunge)
Again, in BioAmber Inc.'s initial filing they checked the box there there will be funds available for distribution to unsecured creditors.
If there is debt which is not expunged, by definition that must necessarily mean a restructuring, merger, or buyout.
This argument has nothing to do with BioAmber Inc.
HYPOTHETICAL VS REALITY
An initial statement was made that the equity in Bioamber Inc. is impaired, (post# 81948), then again restated in post #'s (81967) and (81970), along with doubling down and stating the equity is "legally impaired", whatever that means, post# (81975), and then tripling down in post# (81988) with the additional statement BioAmber is "intrinsically worthless". Sounds like a lot of doom and gloom.
So, the question was simply asked, "By how much is the equity in BioAmber Inc. impaired?" post# (81969).
Take note that no dollar amounts or legal definitions or laws have been cited, no supporting documents or links provided, and in their place comes the following answer, in hypothetical form:
Expressing shareholder impairment as a percentage (specifically 100%), is circular reasoning and, most conveniently does not require valuing the company.
In any case, the number must be expressed as a dollar amount and not a percentage, precisely in the same manner as required on any tax form.
The IRS does not ask individuals or companies to express their gains or losses as percentages, they require them to be expressed as dollar amounts.
That is the law.
So what is the "full value"?
So now it does have value?!
As the stock is still trading and the company being valued in the public markets, the statement that BioAmber Inc. equity is 100% impaired is 100% false.
By how much is the equity in BioAmber Inc. impaired?
What?
The equity is impaired?
FALSE.
BioAmber Inc. is not a guarantor of all the debts of the Canadian subsidiaries. Simply on a common sense basis this defeats one of the entire purposes of having a subsidiary to begin with!
US courts do not willy-nilly discharge debts of foreign subsidiaries! Imagine the reverse -- a foreign court discharging debts of a US Company without approval from US -- laughable!!!
BioAmber Inc. is both a creditor and shareholder of BioAmber Sarnia Inc.
Note:
1. As per BioAmber Sarnia Inc.'s NOI Notice To Creditors filing, BioAmber Sarnia Inc. owes BioAmber Inc. USD $1,104,962.42.
2. The proceeds from the Visolis Transaction ("Second Sales Process") in the amount of USD $4,340,000.00 was distributed as follows:
BioAmber Sarnia Inc. - $4,112,700
BioAmber Inc. - $222,300
BioAmber Canada Inc. - $5,000
3. BioAmber Sarnia Inc. still owes BioAmber Inc. USD $882,662.42.
So:
BioAmber Inc. (US Parent Company, i.e. where the publicly traded shares are) is currently an impaired party from the remaining amounts owed by BioAmber Sarnia Inc. and, as BioAmber Inc. is also the sole shareholder of BioAmber Sarnia Inc., consider now the ramifications upon any plan, amendment, or decision that would cancel BioAmber Inc.'s equity interest in BioAmber Sarnia Inc., upon an incoming entity taking control of the physical asset (Sarnia plant) with the explicitly stated intention of owning and continuing operations, thereby unnecessarily impairing BioAmber Inc. twice?!
Seems like there would be a law against that.
Under CCAA Classes Of Creditors, related creditors, and in regards to any Plan Of Arrangement for the wholly owned foreign subsidiary BioAmber Sarnia Inc., note well the following:
DO GOVERN YOURSELVES ACCORDINGLY
Here is the link, provided by PwC:
"You should consult your professional adviser if you have any questions or are uncertain as to your rights or obligations." - PwC
It means that BioAmber Inc. owns that subsidiary...wait for it...wait for it...wholly.
For example, "wholly owned subsidiary" would not be used if a company were only partially owned by BioAmber Inc. (think of a phrase something like "partially owned subsidiary"), which used to actually be the case when Mitsui owned a portion of BioAmber Sarnia Inc.
However, Mitsui sold their stake in BioAmber Sarnia Inc. to BioAmber Inc. in the fall of 2017.
But, of course, everyone knows that.
Right.
So, in this completely ficticious and imagined scenario, what is being suggested is that the parent company is dissolved under bankruptcy proceedings while the subsidiary company presumably sits there like a child without a mother and, as such will also dissolve.
The problem here is actual reality. In the first place, BioAmber Sarnia Inc. is not bankrupt; in order for this to be true it would have to either be declared by a court or filed, neither of which has happened.
Second, BioAmber Inc. is not in Chapter 11 as this was dismissed and, in the initial court filing BioAmber Inc. checked the box that there would be funds available for unsecured creditors, meaning there would be nothing for any judge to "dissolve".
So, what do I think will happen?
BioAmber Inc. is the sole shareholder of BioAmber Sarnia Inc.
FINRA handles the ticker of BioAmber Inc. (the publicly traded company) - they are not handling the shares of BioAmber Sarnia Inc. that is occurring in the context of the CCAA under the Monitor's purview.
FINRA has been in contact with US Counsel and informed since October of 2018.
Disagree.
It is impossible to judge or characterize the intelligence of the 13G investors based merely on their percentage holdings of a single company. Too many assumptions and outright wild guesses are required.
Agree on the final point that it will be ugly when this is over, however, exactly how and for who requires yet further assumptions.
Being "locked in", from one point of view, is precisely the goal.