SiNtx Technologies Inc (SINT)

[boston745]

CL is trying to convey rationale for effectuating a RS in connection with a merger. I'll show you an example of exactly what he's been trying to convey.

Zalicus, a 14-year-old biotech firm that had most recently been trying to develop non-addictive painkillers, has ceased to exist after completing its merger with Boston-based Epirus and announcing a 10-for-1 reverse stock split.

The Cambridge biotech — which changed its named from CombinatoRx in 2010 — will now go by the name of Epirus. Starting tomorrow, the combined company will trade on the Nasdaq exchange under the symbol, “EPRS.”

The 10-for-1 reverse stock split takes effect tomorrow. As of 1 p.m. today, Zalicus shares were trading at $1.14 a share.

Under terms of the merger, Zalicus shareholders own 19 percent of the combined company.

Zalicus and Epirus complete merger, announce reverse stock split


Essentially Zalicus had to execute a 10:1 RS so that it only owned 19% of the new company. This was also what is deemed a Reverse Merger which requires a minimum stock price of $4. Reverse Mergers are usually used when 1 party is private or 1 party is a foreign company.

How does that apply to Amedica? Well a 1:2 RS would drop total share count, fully diluted, to 24m shares. That represents 10% ownership of the new company. Its hard to say what percentage we might get but the key is keeping it under 20% to prevent a shareholder vote on Zimmer's side.
There is no longer any doubt about whats going on. Zimmer & Amedica are merging...this is not a Tender Offer.

Here is the example of what the FTC terms is going on between the companies right now with their "Research Collaboration".

Nonetheless, in some cases, competitor collaborations have competitive effects identical to those that would arise if the participants merged in whole or in part. The Agencies treat a competitor collaboration as a horizontal merger in a relevant market and analyze the collaboration pursuant to the Horizontal Merger Guidelines if appropriate, which ordinarily is when: (a) the participants are competitors in that relevant market; (b) the formation of the collaboration involves an efficiency-enhancing integration of economic activity in the relevant market; (c) the integration eliminates all competition among the participants in the relevant market; and (d) the collaboration does not terminate within a sufficiently limited period 10 by its own specific and express terms. 11 Effects of the collaboration on competition in other markets are analyzed as appropriate under these Guidelines or other applicable precedent.

Antitrust Guidelines for Collaborations Among Competitors