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Friday, 07/14/2006 5:24:26 PM

Friday, July 14, 2006 5:24:26 PM

Post# of 169276
Just spoke with Rufus Harris

The context of my conversation was about the paragraph in the 8K below. Now as a disclaimer I do not want to be accused of being a pumper or starting rumors. It is possible I did not fully understand his explanation. So I do not vouch for the accuracy of this data or my ability to interpret it. In other words this info may be wrong or misunderstood by me. What I am about to say will cause a reaction so take it as my interpretation even though I felt like he was being quite clear. I make no recomendation to buy or sell based on this info. Call him and make your own judgements about what he says.

Anyway about the paragraph below

Basically what "I understood" him to say it meant

Is if the stock does not close at $15 at time of merger each shareholder can opt to take shares 1 for 1 no reverse in new company or can opt to take $15 in cash less whatever the closing price is. I specifically asked who would make that decision and he said it up to the shareholder. I then told him I hold shares in FHAL not CVSU so would I be entitled to either the shares or the money at my discretion. He said yes.

Next question was how in the world could the company pay everyone $15 per shares. He said they have 3.5 billion dollars in either assets or contracts with $500 million in cash.

Now that being said I am confused. First this just seems to good to be true and second I do not fully understand section 2.6 below but I can't make the connection between what that says and what I was told. Third $500 million $$$$. I did not see that on any balance sheet.

I want this to be true but am confused. I wish the company would issue a PR and clarify this issue.

Others should call and see if they understand the same thing and report back.


2.6 AVERAGE CLOSING PRICE ADJUSTMENT.

In the event that the Actual Average Closing Price is less than $15.00, the Surviving Holdings Company shall deliver written notice to the Company no later than the second (2 nd ) Business Day preceding the Closing Date pursuant to which the Surviving Holdings Company shall elect, in its sole discretion, to: (a) maintain the Average Closing Price at a price equal to the Actual Average Closing Price; (b) set the Average Closing Price at $15.00 and pay the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ) an amount in cash equal to $15.00 minus the Actual Average Closing Price per share of Buyer's Stock to be received by such holders of Company Shares; or (c) set the Average Closing Price at $15.00 and pay no additional consideration to the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ). In the event that the Buyer elects option (c) described above, the Company may terminate this Agreement by providing the Buyer written notice of termination no later than one (1) Business Day prior to the Closing Date.


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