SiNtx Technologies Inc (SINT)

[CL101]

Alright folks (IMO..):
Acquisition with shares example video (very simple form of share exchange example only; of course AMDA & Z’ share swapping scenario will be more complicated than this):
https://www.khanacademy.org/economics-finance-domain/core-finance/stock-and-bonds/mergers-acquisitions/v/acquisitions-with-shares
Every merger case is unique. It’s a case by case scenario based on the merger agreements. There is no identical merger case. All merger cases based on the BO valuation, then derive the exchange ratio (based on the trading PPS of acquirer & target companies). The exchange ratio reflects the R/S ratio. In the case of AMDA & Z:
Acquirer’s PPS = $110 (as of now)
Target’s PPS = $.345 (as of now)
110 / .345 = 300 plus times…CRAZY...
It’s quite complicated to swap share between the above PPS from Acquirer & Target. Hence, I think the R/S should play a part in the share swapping on the speculative merger that we (REAL LONG INVESTORS) have been waiting for! IMO…the BO news will include the details of R/S & share swapping ratio.
There are many types of M&A (Some help to preserve the NOLs):
http://www.egsllp.com/TaxFreeBusAcq.pdf
macabacus.com/taxes/tax-free-acquisitions
https://www.lw.com/upload/pubcontent/_pdf/pub1311_1.pdf
https://www.youtube.com/watch?v=syleM4R1Etw
https://www.slideshare.net/satyambarsaiyan/corporate-finance-chapter10
I am not an expert in TAX & M&A. All I do is “googling” & learn stuff day in & day out. I am just like all retail investor “joes” here. I am dying to see the details of this speculative merger! There must be some interesting things to learn from this coming merger case.
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On 9/5/2009, Flextronics agreed to acquire IDW in a stock- for-stock merger with an aggregate value of approximately $300 million. The share exchange ratio used at closing was calculated using the Flextronics average daily closing share price for the 20 trading days ending on the fifth trading day immediately preceding the closing. Transaction terms identified the following three collars:
1. Fixed Value Agreement (SER floats-offer price fixed within a range): Offer price was calculated using an exchange ratio floating inside a 10% collar above and below a Flextronics (acquirer) share price of $11.73 and a fixed purchase (offer) price of $6.55 per share for each share of IDW (target) common stock. The range in which the exchange ratio floats can be expressed as follows:

[$6.55/$10.55] x $10.55 ≤ [$6.55/$11.73] x $11.73 ≤ [$6.55 /$12.90] x $12.90
.6209 x $10.55 ≤ .5584 x $11.73 ≤ .5078 x $12.90
.6209 shares of Flextronics stock issued for each IDW share (i.e., $6.55/$10.55) if Flextronics declines by up to 10%
.5078 shares of Flextronics stock issued for each IDW share (i.e., $6.55 /$12.90) if Flextronics increases by up to 10%

2. Fixed Share Exchange Agreement (SER fixed-offer price floats within a range): Offer price calculated using a fixed exchange ratio inside a collar 11% and 15% above and below $11.73 resulting in a floating purchase (offer) price if the average Flextronics' stock price increases or decreases between 11% and 15% from $11.73 per share. (See the next slide.)

3. The target, IDW, has the right to terminate the agreement if Flextronics' share price falls by more than 15% below $11.73. If Flextronics' share price increases by more than 15% above $11.73, the exchange ratio floats based on a fixed purchase price of $6.85 per share. b (See the next slide.)

The share exchange ratio varies within a range of plus or minus 10% of the Flextronics’ $11.73 share price.
IDW is protected against a potential “free fall” in Flextronics share price, while the purchase price paid by Flextronics is capped at $6.85.
booksite.elsevier.com/9780123854872/content/Section1/Chapter_11.ppt
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Under the terms of the merger agreement, each share of Progress Energy common stock has been converted into the right to receive 0.87083 shares of Duke Energy common stock (which reflects the impact of the 1-for-3 reverse stock split that occurred immediately prior to the closing of the merger).
https://news.duke-energy.com/releases/duke-energy-progress-energy-complete-merger
Why do a reverse stock split?
There are a number of reasons. For Duke, the reverse stock split is expected to bring the company’s stock price more in line with our peer companies and would reduce the number of shares outstanding.
Currently, Duke has more than 1.3 billion outstanding shares. After the Duke/Progress merger closes, if there were no reverse stock split, the company would have to issue approximately 750 million additional shares, bringing the total to more than 2 billion shares, which is a very large amount.
Doing a reverse stock split makes sense for the company so that the total number of outstanding shares is more manageable. By reducing the number of shares outstanding, the reverse stock split would also ensure that Duke will have enough shares authorized for issuance to Progress Energy shareholders in the merger.
people.stern.nyu.edu/cmcgill/courses/b4000xx/stock_cash_financial_perspective.ppt
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Prior to the merger, Transcept effected a 12-1 reverse stock split of its outstanding common stock. As a result of the reverse stock split, every 12 shares of Transcept common stock outstanding immediately prior to the merger were combined and reclassified into one share of Transcept common stock.
investor.paratekpharma.com/phoenix.zhtml?c=253770&p=irol-newsArticle&ID=1983835
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Immediately prior to the merger, Tyco will effect a reverse stock split so that Tyco shareholders will receive a fixed exchange ratio of 0.9550 shares for each of their existing Tyco shares.
http://www.johnsoncontrols.com/media-center/news/press-releases/2016/01/25/johnson-controls-and-tyco-to-merge
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As part of the deal, announced Monday, each Swift share SWFT, +1.67% would be converted into 0.72 share of the new entity through a reverse stock split.
http://www.marketwatch.com/story/trucking-companies-swift-and-knight-to-merge-in-stock-swap-2017-04-10
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Combine companies & new company formed:
The holders of shares of Madrigal common stock outstanding immediately prior to the merger received 0.1593 shares of Synta common stock in exchange for each share of Madrigal common stock in the merger. The exchange ratio reflects the one-for-35 reverse stock split. Following the reverse stock split and the merger, the combined company has approximately 11.3 million shares outstanding.
https://globenewswire.com/news-release/2016/07/22/858318/0/en/Madrigal-Pharmaceuticals-Completes-Merger-with-Synta-to-Create-Leading-Cardiovascular-Metabolic-Diseases-and-NASH-Company.html

………

On August 20, 2015, prior to the closing of the merger, Targacept completed a seven-for-one reverse stock split.
http://ir.catalystbiosciences.com/phoenix.zhtml?c=254141&p=irol-newsArticle&ID=2081101


More examples of how share swapping merger scenario:
www.google.com/url?sa=t&rct=j&q=&esrc=s&source=web&cd=10&cad=rja&uact=8&ved=0ahUKEwjRy_3ipM7VAhVlilQKHZKrD_MQFghdMAk&url=http%3A%2F%2Fhighered.mheducation.com%2Fsites%2Fdl%2Ffree%2F0070656147%2F535334%2FCh33.pdf&usg=AFQjCNHmB7b-Og_m4xIb0oesxbAkDJ9loA
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I won’t be surprised a bit that the sole purpose of voting is to shoot out a surprise “stealthy merger vote”. Sonny & Team might have special proxy voting power to make special decision regarding the merger. Also, Sonny & Team might set up a “stealthy” move to checkmate these haters to surprise them! What a payback in the making! I am expecting 3 more stealthy moves from Sonny & Team...boom, boom, boom in a very tight time frame...STALEMATE!
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133458974
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Monday is the day we will see the stakes of JANA in ZBH OS (in % wise), we will see in this:
https://fintel.io/so/us/zbh (as of now, JANA’s Form 13 isn’t there yet)
but…
I still stick to my theory of 4% JANA stakes from ZBH OS:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=133537749
It also leads to my theory of the % of AMDA reflexes on ZHB OS after merger:
Zimmer Biomet Holdings, Inc. (NYSE:ZBH) issued an update on its third quarter earnings guidance on Thursday morning. The company provided earnings per share (EPS) guidance of $1.72-1.77 for the period, compared to the Thomson Reuters consensus estimate of $1.95.
https://www.chaffeybreeze.com/2017/08/06/zimmer-biomet-holdings-inc-zbh-updates-q3-earnings-guidance-updated.html

EPS calculation is very simple:
http://www.investopedia.com/terms/e/eps.asp
As you can see, the top part of the equation (I called it X amount) divided by the OS (basic vs diluted).
Based on the below link, ZBH has around 202 mils average OS (basic = 201 mils, diluted = 203 mils).
https://www.sec.gov/Archives/edgar/data/1136869/000119312517237402/d417601dex991.htm
So, on their 2Q Conference day (July 27th, 2017) & prior, consensus analysts estimated ZBH’s 3Q EPS based the known fact of total OS of around 202 mils average.
Now, we go back to the above equation of EPS calculation:

X amount / 202 mils = $1.95 (Thomson Reuters consensus estimate of $1.95)
BUT…
The company provided earnings per share (EPS) guidance of $1.72-1.77 … only
I will use $1.75 (average) for the calculation…
So, there will be 2 scenarios in ZBH 3Q ER that will lead to 10% DROPS in EPS ($1.75 guidance vs $1.95 expected from analysts)

? X Amount will drop 10% to become Y amount, yields:
Y amount / 202 mils (no OS increase) = $1.75 <<< This contradicts w/ JANA stakes = add shares to current OS of 202 mils!!!

? The OS will increase by 10%+, yields:

X amount (didn’t change) / {202 mils + (10% plus from 202 mils)} = 222 Mils OS average


Logically, #2 above makes more sense, parallel w/ the increase of OS theory (after JANA added shares = my theory of 4% only) & Where is the other 6%+!!!??? Hint Hint….Hello!!! Who will be the owner of these 6% plus of ZBH increased OS later? Speculation of course!
6%+ equates to about 12 mils + shares (From here you can guess the BO VALUATION!)
I am not going to go there...Use your own imagination guys & gals.
Look at this chart, you will see their past actual results vs. the pros’ predictions (green = actual; gray = Wall St. Consensus)…were pretty much in a very close range:

https://www.estimize.com/intro/zbh?utm_content=zbh&utm_medium=eps_update&utm_source=stocktwits#chart=historical

From the above chart, you see a sharp, downward turn of EPS on this coming 3Q that surprised the analysts.
And 30, 60 & 90 days ago, the analysts thought it will be $1.95 range too:
https://www.zacks.com/stock/quote/ZBH/detailed-estimates
That speculative, new total # of OS caught consensus analysts off guard (only ZBH insiders know there will be increase of OS ahead of time = inside info = not public yet!!!, hence their 3Q guidance of 10% drop in EPS). ZBH PPS has been tanking since then…from $130 to $110.xx as of this moment.

This is just speculative calculation based on logical approach. I could be wrong!!! Don’t bite me… If I am proven wrong later! Chill! I am not GOD!
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Old school way of share swapping using paper certificate:

https://www.wsj.com/articles/SB999553371387135083

http://www.ijtef.org/vol6/442-CF30005.pdf

http://h30261.www3.hp.com/faq/faq-about-compaq-share-exchange.aspx

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Our best friend, the PEEK biomaterial (antitrust violation!):

https://www.ftc.gov/enforcement/cases-proceedings/141-0042/victrex-plc-et-al-matter

Medical Devicde Market Controller using PEEK Biomaterial lays off @ their manuf. Distr. Center.
http://www.chicagotribune.com/business/ct-illinois-mass-layoffs-medtronic-0805-biz-20170804-story.html

Could this be the results of Lyons & Long new contracts w/ many hospitals (based on the prelim 8K on Jun 9th, 2017)
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Bears are still fighting very hard to dress AMDA as a POS stock!
The Bears are trying so hard to knock the pps down… The bears have been trying many ways to create FUDs to fish for fainted hearts to sell their shares, so the bears can trigger a sell-off illusions.
? Act like a victim of P&D… narrative of a victim of a POS stock
? Attack the commander of the company (Sonny) that turns the company around & killing their plans to bring AMDA to BK level, so they will win 100% (W/O having to cover their short positions & kill the superior biomaterial Si3N4 compares to other inferior biomaterial (PEEK, ZTA, …etc)
? Discredit the FACT posters.
? Calling for AMDA going private for $2.5 Mils…for real? Voting for R/S is enough evidence shows that their “going private” claim is totally BS…What a contradiction in their scare tactics.
? Unethically created FAKE glassdoor reviews on AMDA CEO (said he watched porn in the office & his nurses operated on his patients)
? Many more...etc...