Saturday, June 17, 2017 5:04:05 PM
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.
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