POW! Entertainment Inc. (fka POWN)

[rickn23]

Shareholders must exercise dissenter rights in order for them to get them. You can't just not agree with the merger and get them.

As I understand it, the court depends on expert testimony to determine a fair value. Experts would come from Camsing/POW! and dissenters.

It is a possibility that the court could determine a fair value less than the buyout and dissenters would get the lower amount. This isn't risk free. Moreover, dissenters are responsible for paying for the process. But, dissenters get interest (Fed discount rate plus 5%).

I assume that POW! would be able to keep funding itself through the summer with revenue generated from Lucky Man (international broadcast rights), Stan Lee Box, and the Zodiac Legacy book. From the $11.5 million I assumed 10% would go to the person brokering the deal (-$1.15 million), about $200,000 to pay off Stan's deferred salary, and $680,000 to pay off the Ricco loan. That leaves $9.47 million divided by 132.36 million POW! shares, equals $0.0715 per share.

POW! shouldn't pay Disney back from the buyout money and they should not have increased spending. I would not expect POW! to pay out any bonuses, either. There is a small chance that Stan might pay back some of the money he made exploiting his likeness, but I doubt it.

Edit
Here is a case where the court decided on an appraisal price below the merger price

https://corpgov.law.harvard.edu/2017/06/26/below-the-merger-price-appraisal-results-and-the-sws-decision/