Electronic Cigarettes International Group Ltd fka ECIGQ

[SeanBoy]

thats why I'll speculate that they have the option to sell one of their brands and pay off their debt if they choose to...you dont deny thats an option do you?

Here are the terms of the FIN merger....

At the time the Merger becomes effective (the “Effective Time”), the stockholders of FIN shall receive one hundred shares of the Company’s common stock, par value $0.001 per share, for each share of FIN’s common stock, par value $0.01 per share, owned by them at the Effective Time (the “Merger Consideration”). Any fractional shares shall be rounded up to the nearest whole number.

The Transaction is expected to be consummated on the later of March 3, 2014 or the date upon which the conditions described below under the subsection entitled “Conditions to Closing of the Transaction” have been satisfied, but not later than March 31, 2014, unless the Company and FIN agree in writing to delay the closing to a later date.

Conditions to Closing of the Transaction

The obligations of the parties to the Agreement to consummate the Transaction are subject to the satisfaction (or waiver by each other party) of standard closing conditions. Additionally, the following specific conditions set forth in the Agreement must be met before or simultaneously with the consummation of the Transaction:

? The Company will appoint Elliot Maisel as the Vice Chairman of its Board of Directors and enter into a Director Agreement with him;
? The Company will enter into an agreement with Tom Gangle granting him board observation rights and audit committee observation rights;
? The Company and the FIN stockholders will enter into a registration rights agreement pursuant to which the Company will agree to register the shares being issued to the stockholders as merger consideration based on certain terms and conditions;
? FIN shall have obtained consent to transfer an existing credit and security agreement between it and a certain lender to the Company (the “Debt Agreement”), and the Company must obtain consent from its existing debt holders to allow for assumption of the Debt Agreement and to allow the lender to maintain a senior secured position against the FIN’s accounts receivable and inventory and a junior secured position against all of the Company’s assets post-Closing;
? The Company will pay-off $10 million of certain indebtedness and liabilities of FIN and its subsidiaries simultaneously with the Closing and will issue $15 million of promissory notes to satisfy other indebtedness and liabilities of FIN and its subsidiaries that would otherwise become due as of the Closing (the “Pay-off”); and
? FIN and the FIN shareholders will enter into an assignment and assumption agreement whereby the FIN stockholders will assume any of the FIN liabilities remaining after the payment of the Pay-off.

They paid $10m, assumed some debt and swapped some stock. True the pps was higher then, but then they hadn't lost $70m yet either.

No way was FIN worth $250 then or now. The market never lies in spite of all the ranting and raving about "manipulation". Depending on how much they lost since the since the end Q3, they might be able to sell FIN to cover their debt. The other brands wouldn't even come close.