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PIbecky were you able to vote?
The statement says the Closing Date will be no more than two business days after the fulfillment of Article 7. Anyone have and guess as to how long it will take for them to fulfill all the items under Article 7?
Try voting through your broker. I couldn't login through proxyvote either.
Rick are you able to receive private messages on here? I want to ask before paying for a premium account to be able to send you one.
Fair enough. I've been looking for a lawyer myself. If I find one that is interested, I'll send you a message. I'm a little concerned about dissenting without speaking to one first because if you do it incorrectly (e.g. don't void your rights & don't file petition) you get nothing. I just want to check best practice so that I don't make any stupid mistakes.
Hi Rick. I think if you are planning on dissenting you should talk to a lawyer and see if s/he wants other shareholders to contact them. Even if you own 2mil shares and they get you .10 a share your litigation costs are going to net you nothing. You would need more shareholders to dissent with you to make it worth it. I'm waiting to vote and possibly dissent until I talk to another lawyer. I'm most interested in talking to a lawyer that might represent several shareholders.
Nice. I believe you need to add in your CUSIP number from the proxy firm. I could be wrong though. If you do have a lawyer can you pass along their info. I need to find someone more versed with Delaware Corporate Law.
Have you talked to a lawyer about your dissent notice or are you just drafting it yourself?
I've been a shareholder for a long time and I am just not getting my hopes up anymore. Hopefully, you are right. .05 would be something to celebrate after the last couple of years. I'm just pessimistic based on the fact that Stan and Gil don't care about share holders. They have done a terrible job informing their shareholders, they are getting a better deal than us on this merger, and they are taking huge payouts for their salary deferments.
I do agree with you thought that if we do get .05 a share that that is a pretty good deal, even if Stan and Gil retain stock and we don't. If they could guarantee .04 -. 05 cents I'd probably vote for it. I'm just worried that we will not get that.
I don't view this as a freeze out merger. This is a freeze out merger. A freeze out merger is defined as minority stakeholders getting forced out of the company while majority stakeholders retain stock in the company. That's what's happening. Stan and Gil are keeping stock in POWN and no one else is.
I'd also be wary about thinking that we will definitely get .05 a share. The statement says "approximately .05 a share."
If you look at page 27 of the merger agreement. It lays out one of the costs of the debt as:
Again as I stated earlier only an appraiser or court can assess fair value in a freeze out merger. You're incorrect that the company is worth 11.5 million because that's the cash offer. You are not assessing the 15% in shares that Stan and Gil are receiving that no other shareholders get. Also, your not assessing the millions of dollars in deferred salary that Stan and Gil are taking. Is that deffered compensation fair value? That's why dissenters rights exist. What if annihilator is waiting on production so that Camsing can save profits? Then that 15% is worth a lot more. Minimum that 15% is worth 1.3 cents a share based on the 11.5 mil sticker price (11.5mil X 15% divided by # of shares). That's why shareholders will dissent. Not because they think the company is undervalued. Dissenters rights ensure that we are all paid the same amount per a share so that management can't pay themselves more.
Out of full disclosure: I'm definitely interested in dissenting but again I don't think anyone posting legal advice this forum is interpreting things correctly( unless one of us is a lawyer). None of us are really able to understand the benefits and risks of this that a lawyer would.
What I would like to speculate about with everyone on here is: do you think that silver creek / Disney will dissent. They must, right? No way they are just going to take that loss. Even though 2 million is a drop in the bucket for them it sets a bad precedent. Also, it's the interesting to me that Camsing is setting aside 1 million of the 11.5 for dissenters. I assume they are expecting dissent from more than 1% of shareholders.
I can tell you that you are wrong and that as I stated earlier everyone should just consult a lawyer before making your decision. Only someone who is versed with this in Delaware can give you good advice.
The only reason that I know you're wrong in this case is that POWN was not listed on a national securities exchange. The OTC is not a national securities exchange, which negates this entire clause. See point 4 under general questions here:
http://www.finra.org/industry/faq-otcbb-frequently-asked-questions
I believe you are mistaken. No where in Delaware code 262 which this falls under does it say that a dissenter needs 1% of the shares. Any shareholder can dissent. The whole point of dissenters rights is to protect minority shareholders.
There is zero cost (or perhaps a minimal one hour fee) to getting expert legal advice on whether to pursue your dissenters rights. I'm not going to argue for or against but I dislike you trying to talk people out of trying to research and get advice from an attorney. NO ONE knows the actual value of the company until it is appraised. Since, POW! and Camsing did not get an independent appraisal, it would be prudent to get expert advice. This is an obvious freeze out merger. Any time there is a freeze out merger for a Delaware Company you should consult a lawyer about your dissenters rights. That's why they are legally obligated to have them in the proxy.
Is anyone exercising dissenters rights? I'd love to speak to your attorney if you are.
I think you are getting a little carried away. If the deal is off, Camsing will announce it. It is still on their website.
I think the more likely issue is that Joan Lee (the majority shareholder) was hospitalized right before the closing date and then died a week later. Expediting the transfer of a trust in that situation is not only difficult (depending on the executor and if it needs to go to probate) but also insensitive.
Camsing made a voluntary announcement today. A licensing deal with hasbro including Marvel IP.
http://www.hkexnews.hk/listedco/listconews/SEHK/2017/0710/LTN20170710487.pdf
Yeah not sure what happens now since it is past the outside date.
Yeah I would think that anything coming from POW! Would be after the market closed today.
I think we should hear something today. June 30th is the "Outside Date" for the Camsing proposal. If not I'm not sure what it means.
See "Closing Date" on page 9
See "Outside Date" on page 11
http://www.hkexnews.hk/listedco/listconews/sehk/2017/0505/LTN201705051454.pdf
We obviously feel differently about the situation. Feel free not to pursue your appraisal rights as a shareholder. Each shareholder gets to make that choice. However, when that choice is not given it breaks Delaware law. That's all that I am getting at.
Here is my concern with the current price and the current structure of the deal. Based on the deal now, there is the potential that Camsing is already developing some of the POW! IP in order to make a profit (e.g. the annihilator is in production like Stan said). They buy POW! for well below the projected earnings of this IP, force out the minority shareholders, and then keep all the profits. This is essentially what a freeze-out merger does. What appraisal rights do, is allows a US Judge to determine the actual current value of all the IP. It ensures that minority stakeholders cannot be forced out before large profits are made.
If none of the IP is in development or has no potential than appraisal rights still ensure what we would be paid for shares (minus legal fees). I'm not sure why you are against a win win situation and making this deal more transparent.
PI Becky here are my thoughts for the lawyer. Obviously I am not a lawyer and I could be wrong about all of this so take it with a grain of salt. Before laying out what I think the lawyer should look into I am concerned that Involuntary Dissolution was even considered. Normally that is bad for all shareholders (including minority share holders). Why was this even brought up?
Things that lawyer should look into:
Here is the Camsing merger proposal: http://www.hkexnews.hk/listedco/listconews/sehk/2017/0505/LTN201705051454.pdf
Here is POWs SEC filing 15/A (Rule 12g-4(a)(1)):
https://www.sec.gov/Archives/edgar/data/1505892/000114420417014579/v461852_15-12ga.htm
Here is the Delaware state law on mergers:
http://delcode.delaware.gov/title8/c001/sc09/
FIRST - I believe POW! should have filed Rule13e-3 with the SEC. While POW! did file a form 15/A (Rule 12g-4(a)(1)) on March 14th 2017, the Camsing proposal fell within the 90 day wait period before it takes effect. Therefore, POW! may be in violation by not filing Rule13e-3.
SECOND - According the the merger proposal POW! is merging with another Delaware company called Merger Sub created by a subsidiary of Camsing. The latest effective date of this merger is June 30th 2017. According to Delaware law POW! needs to put out a notice to shareholders 20 days before the merger takes place. This did not happen. This allows for shareholders to ask for their appraisal rights. This is incredibly important for us because this is a freeze-out merger where Stan and Gil are getting options in the new company and no other shareholders are.
THIRD - As stated in the proposal, Camsing is buying POW and all of its IP (the question that the lawyer asked in your post).
Hi PIbecky, I have some thoughts on this and will be able to fully respond later tonight. Also POW! is not dissolving but merging and then forcing minority stake holders to be bought out- also known as a freeze out merger. Camsing is buying Pow! including all of its assets. Have you sent the lawyer the merger proposal camsing put out?
Maybe, but it does say in the Camsing agreement that Camsing can cancel the merger if there are any pending lawsuits. There is definitely more risk with the lawsuit. Shareholders could get more or they could get nothing. I assume that without the Camsing merger Pow! will go bankrupt.
My questions are:
1) How confident are you that Stan and Gil acted outside of the shareholders interest?
2) Can a class action suit make them pay because POW! has no money?
3) How confident would a lawyer be in winning this case?
4) Is there any reason why the lawsuit couldn't happen after the appraisal? Like if all else fails? I think more people would be interested in this option.
I may be completely wrong but I think that POW! must send something to shareholders by June 10th. The final date for the possible merger in the agreement was June 30th. According to Delaware law if two Delaware corporations are merging they must let shareholders know 20 days prior to the merger date.
Is anyone planning on asking for an appraisal? I'd be interested in doing that before a lawsuit.
I think your share count may be off. Looking at the last 10K they have the shares listed as followed:
Stan Lee (Through the Joan B Lee Trust) = 32,703,273
Gil Champion = 24,739,998
Bick Le = 1,158,608
The POW Entertainment Trust = 8,796,353
Catalyst Investments = 13,172,153
Total Shares for insiders or over 5% holders = 80,570,385
I'd be interested as well. However, I'd want to see the merger price first.
Firehorse, just read the acquisition proposal. Stan and Gil are getting an option for equity in the new company. No other share holders are getting this option. Therefore how could this be in the minority shareholders best interest? This is what's called a freeze out merger. Rick is correct that in the state of Delaware you can ask for an appraisal.
Thanks Rick. I will try an post links anytime I post info. so that others can look it up to. I'm really interested in the Delaware state laws as I am sure that there are rules there as well. I'll try and read through them this week.
It looks like only 13(a) filings are suspended immediately. These would include Forms 10-K, 10-Q, or 8-K. I assume that during the 90 day wait other filings still need to happen. The few blogs from law sites that I have read and that PDF list filings that need to take place. The question I don't know is does this offer trigger a filing?
Hey rick. Glad you sent the letter to the SEC. I may do the same as I think you left out some information.
Look at page 5 of this .PDF
http://files.dorsey.com/files/upload/Farris_GoingDark_013012.pdf
It states all of the fillings that still need to occur during the 90 day wait period for deregistration under 12g-4. I believe that the merger proposal on May 5th should have triggered some of these and we are still in the 90 day wait period.
What do you think?
It states in the merger proposal from Camsing:
Camsing Entertainment updated their homepage and wrote a blog post. https://www.camsingent.com/
I'm still surprised that Disney and marvel are going to let another company get this IP.
You were right in your first post. The filings are suspended immediately, the deregistration takes 90 days. http://wow.lw.com/Article/Index/79%20?refertype=Topic&refname=Going%20Dark/Deregistration&refid=0
Hi Becky, This is all really interesting but weren't these cases resolved when the supreme court wouldn't take them? I believe Hernon law offices lost and appealed several times all the way up to the supreme court.
Are there new lawsuits being filed? Or what new course of action are you taking (if you are taking a new course of action)?
I found this which really helps to explain the filings that POW! made:
https://www.dorsey.com/newsresources/publications/2009/03/going-dark--voluntary-delisting-and-deregistrati__
I don't know the full ramifications of them filing the 12g-4(a)(1) in March because they are already trading on the OTC.
In the article above check out footnote 2. That gets at what I was wondering. I think shareholders would need to contact a legal expert to find out. It's too complex for me.