Saturday, June 17, 2017 5:04:05 PM
Finding FAIR VALUE is the key to successful acquisition. Either the deal price favors Zimmer Biomet or Amedica will quickly triggers this type of investigation (see how fast it happened? ...instantly, moment right after the announcement of Amazon acquiring Whole Food Market):
http://www.marketwatch.com/story/whole-foods-buyout-by-amazon-investigated-by-shareholder-rights-firms-2017-06-16
Especially, Sonny's relationship with Zimmer Biomet David:
http://www.oref.org/about/governance
Make them have to be more careful on the valuation of acquisition price! Preventing lawsuits against the boards of both acquirer & target company post acquisition regarding if the board breached fiduciary responsibilities with the price of the sale of the company.
Meticulously measuring the FAIR VALUE of this speculative acquisition is extremely important for both Zimmer Biomet & Amedica. Zimmer Biomet had bad reputation with SEC lately, and the SEC is probably closely watching them:
https://www.sec.gov/news/pressrelease/2017-8.html
http://www.reuters.com/article/us-zimmer-biomet-penalty-idUSKBN14W2RV
Once must think why they settled this case in Q1, 2017? Are they preparing themselves for the next big acquistion in process? Hmm...Don't you guys see the timing of all these activities? Even the China manufacturing facility issues resolved lately...Hmm.
All this ongoing scrutiny of Amedica's 3 years fiancial reports (GAAP) is also very important & they actually found errors regarding the stocks, warrants, cash dividends, etc... on their 3rd Quarter 10-Q, 2016:
This is their 10-Q/A for 3rd Quarter, 2016 to address the found errors:
http://investors.amedica.com/all-sec-filings#document-1692-0001493152-17-004119
Acquirer's long list of homework:
https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#2ca2ea804bfc
Now look at...11. General Corporate Matters. Counsel for the buyer will invariably undertake a careful review of the organizational documents and general corporate records (including capitalization) of the target company, including:
Lists of all security holders (common, preferred, options, warrants)
Stock option agreements and plans, including both standard documents and any deviations therefrom
Warrant agreements
Stock sale agreements
Stock appreciation rights plans and related grants
Agreements granting restricted stock units
Stockholder and voting agreements
Stock-related preemptive rights, registration rights, redemption rights, or co-sale rights
Agreements restricting the payment of cash dividends
Evidence that securities were properly issued in compliance with applicable securities laws, including applicable federal and state blue sky laws
More dots are being connected about buying Amedica in being in processed.
http://www.marketwatch.com/story/whole-foods-buyout-by-amazon-investigated-by-shareholder-rights-firms-2017-06-16
Especially, Sonny's relationship with Zimmer Biomet David:
http://www.oref.org/about/governance
Make them have to be more careful on the valuation of acquisition price! Preventing lawsuits against the boards of both acquirer & target company post acquisition regarding if the board breached fiduciary responsibilities with the price of the sale of the company.
Meticulously measuring the FAIR VALUE of this speculative acquisition is extremely important for both Zimmer Biomet & Amedica. Zimmer Biomet had bad reputation with SEC lately, and the SEC is probably closely watching them:
https://www.sec.gov/news/pressrelease/2017-8.html
http://www.reuters.com/article/us-zimmer-biomet-penalty-idUSKBN14W2RV
Once must think why they settled this case in Q1, 2017? Are they preparing themselves for the next big acquistion in process? Hmm...Don't you guys see the timing of all these activities? Even the China manufacturing facility issues resolved lately...Hmm.
All this ongoing scrutiny of Amedica's 3 years fiancial reports (GAAP) is also very important & they actually found errors regarding the stocks, warrants, cash dividends, etc... on their 3rd Quarter 10-Q, 2016:
This is their 10-Q/A for 3rd Quarter, 2016 to address the found errors:
http://investors.amedica.com/all-sec-filings#document-1692-0001493152-17-004119
Acquirer's long list of homework:
https://www.forbes.com/sites/allbusiness/2014/12/19/20-key-due-diligence-activities-in-a-merger-and-acquisition-transaction/#2ca2ea804bfc
Now look at...11. General Corporate Matters. Counsel for the buyer will invariably undertake a careful review of the organizational documents and general corporate records (including capitalization) of the target company, including:
Lists of all security holders (common, preferred, options, warrants)
Stock option agreements and plans, including both standard documents and any deviations therefrom
Warrant agreements
Stock sale agreements
Stock appreciation rights plans and related grants
Agreements granting restricted stock units
Stockholder and voting agreements
Stock-related preemptive rights, registration rights, redemption rights, or co-sale rights
Agreements restricting the payment of cash dividends
Evidence that securities were properly issued in compliance with applicable securities laws, including applicable federal and state blue sky laws
More dots are being connected about buying Amedica in being in processed.
Recent SINT News
- SINTX Technologies Provides Corporate Business Update Highlighting First Human Implant, Strategic Transformation, and Commercial Execution • GlobeNewswire Inc. • 03/23/2026 01:15:00 PM
- Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405] • Edgar (US Regulatory) • 03/20/2026 09:00:53 PM
- SINTX Technologies Announces First-In-Human Surgery Using FDA-Cleared SINAPTIC® Foot & Ankle Implant • GlobeNewswire Inc. • 03/19/2026 11:30:00 AM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 03/18/2026 01:02:00 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 03/10/2026 01:00:18 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 02/19/2026 02:00:04 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 02/18/2026 01:35:38 PM
- SINTX Technologies Appoints Ryan Elmore President to Lead Channel Expansion of Silicon Nitride Biomaterial Platforms • GlobeNewswire Inc. • 02/18/2026 01:30:00 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 02/11/2026 01:45:54 AM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 02/11/2026 01:44:43 AM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 02/11/2026 01:43:48 AM
- SINTX Technologies to Participate in Noble Capital Markets’ Emerging Growth Virtual Equity Conference on February 4–5 • GlobeNewswire Inc. • 01/29/2026 02:00:00 PM
- Form EFFECT - Notice of Effectiveness • Edgar (US Regulatory) • 12/12/2025 05:15:20 AM
- Form S-3/A - Registration statement under Securities Act of 1933: [Amend] • Edgar (US Regulatory) • 12/09/2025 10:01:07 PM
- Sidoti Events, LLC's Year-End Virtual Investor Conference • ACCESS Newswire • 12/09/2025 05:48:00 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 12/09/2025 01:00:05 PM
- SINTX Technologies to Participate in Sidoti & Company Investor Conference • GlobeNewswire Inc. • 12/08/2025 02:00:00 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 12/08/2025 01:00:03 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 12/01/2025 01:35:26 PM
- SINTX Technologies Signs Supply Agreement with EVONIK to Manufacture Silicon Nitride–PEEK Compound for AI-Assisted, 3D-Printed Patient-Specific Implants • GlobeNewswire Inc. • 12/01/2025 01:30:00 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 11/13/2025 01:05:43 PM
- SINTX Reports Pivotal Third Quarter Business Update and Financial Highlights Driven by FDA Clearance, Product and IP Portfolio Expansions and Increased Operational Efficiencies • GlobeNewswire Inc. • 11/13/2025 01:00:00 PM
