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No volatility today, everyone is waiting for some news...
CCAA is not clear cut at all. It's the complete opposite. It does not have a very clearly defined process. It is driven by court orders. Quite literally anything could happen.
I'm all for the increase in SP, but this doesn't prove anything. All that happened was now we know the name of the purchase company. It does not confirm or deny our shareholder payout.
It would seem to me that low volume would imply the exact opposite.
You always say "under canadian law"or "under us law" but you never reference the law itself.
Can you provide your sources regarding BioAmber's NOLs and the laws for or against their use?
As a result of broken_clock's DD I'm buying back in.
He's DD confirms what I posted yesterday regarding 2 sale process, one canadian, one us.
Broken clock breaking our hearts.
Everyone should Look through the pacer documents linked above. Very carefully. Come to your own decision before reading what broken clock posts at a later date, see if at aligns.
Sorry if I made you panic sell, but glad to see you were able to get more shares.
I'd like to see where this $12 million deposit rogue post came from.
Wow, Looks like I was wrong to sell...
There are two sale agreements, the APA for the US assets and the Canadian sale Agreement.
I'm buying back in tomorrow.
Page 10....
https://drive.google.com/drive/folders/14Ot3lRdazyO2qpIhysBfOaJC7u9dZ0b-
H. A royal b ~ this Court
33. The substantial majority of the assets to be sold are in Canada and, thus,
the Foreign Representative seeks this Court's recognition and enforcement of the Canadian Sale
9
DOGS SF:97278.3
Case 18-11291-LSS Doc 15 Filed 09/20/18 Page 9 of 19
Order with respect to such assets. Certain of the assets to be sold pursuant to the APA constitute
assets located in the United States. Thus, in addition to seeking recognition, the Foreign
Representative seeks this Court's approval of the sale of assets located in the United States free
and clear of any liens, claims, encumbrances, and other interests.
34. By this Motion, the Foreign Representative seeks entry of the Proposed
Order recognizing and giving full force and effect to the Canadian Sale Order approving the sale
of the Assets under the APA.
35. As described in the Arlette Declaration, the bid for the Assets that is
memorialized in the APA represents the highest and best offer for the Assets. Further, entry of
an order recognizing the Canadian Sale Order is a condition precedent to the closing of the Sale.
Absent the relief requested herein, the Company and its creditors will likely suffer irreparable
harm through a piecemeal liquidation.
36. In addition to seeking recognition and enforcement of the Canadian Sale
Order approving the APA, the Foreign Representative requests that this Court, pursuant to
sections 363, 1507, 1520, and 1521 of the Bankruptcy Code, authorize and approve the sale of
the assets located in the United States (collectively, the "U.S. Assets") in accordance with the
terms and conditions of the APA. The U.S. Assets are minimal relative to the Assets as a whole.
Prior to the Commencement Date, the Company owned de minimis assets in the United States,
limited to an office lease and certain furniture and other personal property.
I am anxiously awaiting your DD.
Some one mentioned it's existence first, so I ponied up 5 bucks to get it on paper. Myself and a couple trading buddies looked at it and decided we should back out. We also had averages in the .02s, so we werent losing anything major.
We believed the majority of the monies from the assets would be the us patents. So even if the 4.3 milion is just the US assets, we figured we'd lose. We estimate the plant would go for about 50m, and 75 to 100 for the patents.
The when point of the of the US "shell" was to protect the value in those patents.
In my opinion, if the 4.3 is only for the patents, and there's still more money from the plant, I'd still lose.
That's what I mean by vague, we bothed interpreted it different. I'm monitoring this closely...
The aforementioned 150,000 is not in the APA filed in Delaware, but another 19 paged document filed in Delaware. The name escapes me ATM.
While I sold out Friday, this coincidence keeps me open to buying back in. But the wording in the APA files in Delaware makes it sound like the whole company was sold for 4.3. It's all just vague enough to keep me thinking there's Hope for you longs.
That is due to the bureaucratic inefficiency of this process.
It's because the Vendors (PwC, and all 3 bioambers) didn't ask for it to be redacted!
What document is this in? Your giving me hope again??!
I encourage you to view the PACER document yourself.
https://drive.google.com/drive/folders/14Ot3lRdazyO2qpIhysBfOaJC7u9dZ0b-?usp=sharing
Page 15.
I did not upload this document to drive, another ihubber did.
Looks like an IHUBer posted the full doc:
https://drive.google.com/drive/folders/14Ot3lRdazyO2qpIhysBfOaJC7u9dZ0b-?usp=sharing
I don't know. But unlikely. In the document, purchased assets are listed as:
(i) the Books and Records, it being understood that the Purchaser will obtain
copies at its own costs and that the Vendors will retain the originals;
(ii) the Owned Real Property;
(iii) the Owned Movable Property; and
(iv) the Owned intellectual Property.
I can't find anything on Pacer that says I can't share this.
I still encourage you to sign up for pacer, and view the whole document.
There are also notes that Vendors is PWC, BioAmber Sarnia, BioAmber Canada, and BioAmber Inc. So the price is for everything.
NewCo does not intend to high old employee's either.
Do your own DD and make your own buy/sell decisions.
I honestly have no idea what the legal implementation could be for sharing PACER documents, but as you can tell from my post history I have vehemently defended this transaction and BIOAQ.
I sold my position. Do yourself a favor, spend the 5 dollars, read the Asset Purchase agreement, specifically page 15. Your DD is always key, and you must make your buy/sell decisions for yourself.
https://www.pacermonitor.com/case/24653251/BioAmber_Inc_and_BioAmber_Inc
I recommend everyone get a free account on pacermonitor, and pay the 5 dollars and read exhibit b, Article 2.
We can only speculate why they sought CCAA instead of any other alternatives. My gut (and this is only my opinion) is they wanted to to sell the company or it's assets, before they got into any deeper holes. It's better to sell now then to sell 2 years down the road when they reach balance sheet insolvency.
I didn't say anything about NOLs. But, in US Tax code, a transfer of NOLs can occur. Canada has a very similiar set of rules.
You should brush up on Section 382 of IRS Code (United States) and the Canadian equivalent.
Here
I checked again, and you right, they're generic disclaimers on BioAmber's press releases.
Here's BioAmbers wording on the last press release.
The disclaimers on BioAmber reports are all generic and done to protect themselves. They are not absolutes. These types of disclaimers are everywhere, even on your broker's website.
Here's two random examples.
Strategic buyers are interested in a company’s fit into their own long-term business plans. Their interest in acquiring a company may include vertical expansion (toward the customer or supplier), horizontal expansion (into new geographic markets or product lines), eliminating competition, or enhancing some of its own key weaknesses (technology, marketing, distribution, research and development, etc.).
Strategic buyers are often willing and able to pay more for a company than financial buyers. There are two main reasons for this. First, strategic buyers may be able to realize synergistic benefits almost immediately due to economies of scale that may exist through the combined purchasing power of the new entity and the elimination of duplicate functions. The better the fit (i.e., the more realizable the synergies are), the more they will want the business and the greater the premium they will pay. Second, strategic buyers are generally larger companies with better access to capital. They often have another currency available to them in the form of stock. Strategic buyers often offer stock, cash, or a combination of the two in payment of the purchase price.
In short, the strategic buyer is buying the company in light of how it will enhance their existing operations. They are often willing to pay for readily realizable synergies, and many times will pay for speculative synergies, particularly if the target company is being marketed to other competitors (through some type of “auction”). Strategic buyers are much less likely to retain all of the current personnel.
Exactly, when the KERP was added to qualified bidder requirement, Greenfield and PTT (I believe that was two original bidders), pulled their bids from the SISP. Everyone wanted Sarnia and the Patents, everything else is just icing on the cake, with a cherry on top.
Again, if this went to a liquidator, the stock price would be .0001 right now.
Once we have an official number, the stock price will follow.
The initial stage, the SISP, was directed more to a financial buyer to take over BioAmber as a whole, including staff and management. It's very clear there was no interest retaining personnel, most likely management, and BioAmber's corporate structure. A financial buyer only want to buy a company and flip it 5 years down the road for a profit.
In the strategic scenario we are in now, the buyer wants the assets because they believe it will create a competitive advantage. They'll typically purchase at premium.
All we are waiting for is an offical number and judging from the document forensics work that has been done here, its a 9 digit number.
I keep seeing the reason why BioAmber went into the CCAA process was because their liabilities were greater the assets, this is not true.
The liabilities do not exceed assets. This is a Cash-Flow insolvency, not a balance sheet insolvency. There is a huge difference. And the primary reason many of us found BIOAQ.
This is going through CCAA liquidation process, however, the assets are not going through a distressed liquidation sale, they are being sold at a premium to a strategic buyer. The whole is greater than the sum of its Parts.
Yes, common shareholders are at the bottom of the chain, but your basing your opinion about a no payout on false information, either from your own ignorance, or with malice.
If the sale of the assets went to a liquidator, you would be right in assuming shareholders get nothing. That is not what happened, however. The assets were bought by a strategic buyer and will be bought at a premium because of the value this adds to LCY, Visolis, and KKR.
I don't know how you can argue against this...
LCY's free cash flow last 3 years was 4.92B TWD, 3.96 TWD, and 3.03B TWD.
That's more then $100,000,000USD each year. It fits so perfectly in the redacted amounts.
If you're following these estimates, that's at least .22 a share. These estimate didn't even include the separation of lots, they were created before we understood the structure of the asset sale and what creditor's had security over. It could be more then .22 even if the offer is only $100,000,000USD.
Barring any strange court set back, there's a great opportunity here to profit.
It was a bid war, it was just short and sweet.
If their had only been one qualified bid from a strategic buyer, we'd be screwed. Because there were two, we really should see something.
You need to read up on the CCAA.
I've spent time in there Delaware corporate law environment... They will just approve the CCAA decision.
There is a real study on this. Roughly 18% of US bankruptcy cases in the last 15 years resulted in shareholders receiving some form of compensation, about half of those were stock buyouts. This study did not take into account industry, assets versus liabilities, or anything like that. It was very broad.
The caveat of course, is this is ccaa, not a us bankruptcy case, however, we have some favorable considerations. World class plant, 270 some odd patents for the plant, cash flow insolvency (much more favorable them balance sheet insolvency), a strategic buyer as opposed to a liquidator.
Take out any of one those factors and I would have sold at break even Wednesday.
I'll see if we can find it. It was in a research database and won't be readily available to the Public, you'd have to pay for access to it or be part of a school that subscribes to it.
Also, I was successful in unlocking the PDF, but it's all scanned images. So there isn't any magic you do in the file itself to remove the black lines. There's also no useful metadata hidden in the PDF.