SiNtx Technologies Inc (SINT)

[CL101]

Thanks!


===========================EXAMPLE 1 ======================================================

This is a S4 Filing = Business Combination (When the merged finish)!

https://www.progress-energy.com/assets/www/docs/company/clean-amd5-july11.pdf

Search "Innisfree M&A" <<<<< This is the same company that handles our AMDA voting.

In the merger, Progress Energy shareholders will have the right to receive 2.6125 shares (to be adjusted as described
below) of Duke Energy common stock, par value $0.001 per share, for each share of Progress Energy common stock, no par
value per share, held at the time of the merger, with cash to be paid in lieu of any fractional shares (other than those held in
Progress Energy’s Stock Purchase and Dividend Reinvestment Plan). We will adjust this exchange ratio proportionately to
reflect the 1-for-3 reverse stock split with respect to the issued and outstanding Duke Energy common stock that Duke Energy
plans to implement prior to, and conditioned on, the completion of the merger. The resulting adjusted exchange ratio will be
0.87083 of a share of Duke Energy common stock for each share of Progress Energy common stock. Each outstanding option
to acquire, and each outstanding equity award relating to, one share of Progress Energy common stock will be converted into
an option to acquire, or an equity award relating to, 2.6125 shares of Duke Energy common stock, as applicable, as adjusted
for the reverse stock split as described above. Based on the number of shares of common stock of Duke Energy and Progress
Energy outstanding on July 5, 2011, the record date for the two companies’ special meetings of shareholders, and after giving
effect to the reverse stock split, Duke Energy expects to issue approximately 256.5 million shares of Duke Energy common
stock to Progress Energy shareholders. Based on these numbers, upon the completion of the merger, Duke Energy
shareholders and former Progress Energy shareholders would own approximately 63% and 37% of the common stock of Duke
Energy, respectively, which shares of Duke Energy common stock will be listed on the New York Stock Exchange.

To the Shareholders of Duke Energy Corporation:
We will hold a special meeting of the shareholders of Duke Energy Corporation on August 23, 2011 at
10:00 a.m., Eastern time, in the O.J. Miller Auditorium in the Energy Center located at 526 South Church Street
in Charlotte, North Carolina 28202, to consider and vote upon:
(i) a proposal to approve the amendment of the amended and restated certificate of incorporation of Duke
Energy Corporation to provide for a 1-for-3 reverse stock split with respect to the issued and
outstanding Duke Energy common stock in connection with the merger contemplated by the
Agreement and Plan of Merger, dated as of January 8, 2011, by and among Duke Energy Corporation,
Diamond Acquisition Corporation, a wholly-owned subsidiary of Duke Energy Corporation, and
Progress Energy, Inc., a copy of which is included as Annex A to the joint proxy statement/prospectus
attached to this notice, as such agreement may be amended from time to time and which we refer to as
the merger agreement, subject to the Duke Energy board of directors’ authority to not complete such
amendment if the merger agreement is terminated or the merger is otherwise abandoned (we refer to
this proposal as the “reverse stock split proposal”);
(ii) a proposal to approve the issuance of Duke Energy common stock, par value $0.001 per share, to
Progress Energy, Inc. shareholders in connection with the merger contemplated by the merger
agreement (we refer to this proposal as the “share issuance proposal”); and
(iii) a proposal to adjourn the special meeting of the shareholders of Duke Energy, if necessary, to solicit
additional proxies if there are not sufficient votes to approve either of the proposals above (we refer to
this proposal as the “Duke Energy adjournment proposal”).

(i) above to vote for the R/S to supplement the proposed merger!

I bet you they went thru. the same process we are going thru. right now!

========================================EXAMPLE 2 =======================================================================

This is a S4 Filing = Business Combination (When the merger finished)!

http://investors.nrg.com/phoenix.zhtml?c=121544&p=irol-SECText&TEXT=aHR0cDovL2FwaS50ZW5rd2l6YXJkLmNvbS9maWxpbmcueG1sP2lwYWdlPTY5ODY2OTQmRFNFUT0wJlNFUT0wJlNRREVTQz1TRUNUSU9OX0VOVElSRSZzdWJzaWQ9NTc%3D

Search "Innisfree M&A" <<<<< This is the same company that handles our AMDA voting.

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

Each of the boards of directors of RRI Energy, Inc. and Mirant Corporation has approved a strategic merger, combining RRI and Mirant in what we intend to be a “merger of equals.” RRI and Mirant think that the proposed merger brings together two organizations with complementary electric generating assets and a history of operating excellence to create a stronger, larger and more geographically diverse organization that will be well positioned to create greater value for all of our stockholders.

RRI and Mirant entered into an agreement and plan of merger on April 11, 2010 pursuant to which, subject to stockholder approvals and certain other customary closing conditions, RRI and Mirant will combine their businesses through the merger of Mirant with a newly formed, wholly owned subsidiary of RRI, with Mirant thereupon becoming a wholly owned subsidiary of RRI.

If the merger is completed, Mirant stockholders will receive 2.835 shares of RRI common stock for each share of Mirant common stock. This exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the closing. The exchange ratio will be adjusted, however, if the proposed reverse stock split of RRI common stock is approved by the stockholders of RRI and implemented by the RRI board of directors prior to completion of the merger. RRI stockholders will continue to own their existing shares and, other than any adjustment made to RRI common stock in connection with the proposed reverse stock split, the RRI common stock will not be affected by the merger. Upon completion of the merger, Mirant’s former stockholders will own approximately 54% of the then outstanding RRI common stock, based on the number of shares and equity awards (including warrants) of RRI and Mirant outstanding on [ • ], 2010. The value of the merger consideration to be received in exchange for each share of Mirant common stock will fluctuate with the market value of RRI common stock until the merger is completed.

Based on the closing sale price for RRI common stock on April 9, 2010, the last trading day before public announcement of the merger, the 2.835 exchange ratio represented approximately $11.20 in value for each share of Mirant common stock. Based on the closing sale price for RRI common stock on [ • ], 2010, the last trading day before the printing of this joint proxy statement/prospectus, the 2.835 exchange ratio represented approximately $[ • ] in value for each share of Mirant common stock.

RRI common stock is listed on the New York Stock Exchange under the symbol “RRI.” Mirant common stock is listed on the New York Stock Exchange under the symbol “MIR.” We urge you to obtain current market quotations for the shares of common stock of RRI and Mirant.

Your vote is very important. The merger cannot be completed unless RRI stockholders approve the issuance of RRI common stock in the merger and Mirant stockholders adopt the merger agreement. Each of Mirant and RRI is holding a special meeting of its stockholders to vote on the proposals necessary to complete the merger. Information about these meetings, the merger and the other business to be considered by stockholders at each of the special meetings is contained in this joint proxy statement/prospectus. We urge you to read this joint proxy statement/prospectus carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page [ • ].


To the Stockholders of RRI Energy, Inc.:

A special meeting of stockholders of RRI Energy, Inc. will be held at [ • ], on [ • ], 2010 at [ • ], Central Time, for the following purposes:

1. To approve the issuance of RRI common stock, par value $0.001 per share, pursuant to the Agreement and Plan of Merger, dated as of April 11, 2010, by and among RRI Energy, Inc., RRI Energy Holdings, Inc. and Mirant Corporation, as the same may be amended from time to time, a copy of which is attached as Annex A to the joint proxy statement/prospectus accompanying this notice (the “Share Issuance” proposal).

2. To approve amendments to RRI’s restated certificate of incorporation that would effect a reverse stock split of RRI common stock, pursuant to which 3, 3.5, 4, 4.5 or 5 issued and outstanding shares of RRI common stock, as determined by the RRI board of directors, would be combined and reclassified into one share of RRI common stock, and pursuant to which the total number of authorized shares of RRI common stock and RRI preferred stock would be proportionately reduced (the “Reverse Stock Split” proposal).

3. To approve an amendment to RRI’s restated certificate of incorporation to change the corporate name of RRI from “RRI Energy, Inc.” to “GenOn Energy, Inc.” (the “Name Change” proposal).

4. To approve any motion to adjourn the RRI special meeting, if necessary, to solicit additional proxies (the “RRI Adjournment” proposal).


#3 above to vote for the R/S to supplement the proposed merger!

I bet you they went thru. the same process we are going thru. right now!

===============================EXAMPLE 3 ===========================================================


https://seekingalpha.com/article/3833916-shareholders-rewarded-johnson-controls-tyco-merger

The second thing that I found initially confusing was the exchange offer from the JCI shareholder perspective. Tyco shareholders will receive a straight 0.9550 shares of the merged company for every share they own after a planned reverse stock split. No moving parts. No tax liabilities.

==========================DEFER CAPITAL GAIN TAX and/or NOLs ====================================================================

The whole planned merger (by Sonny & Team) w/ Zimmer is to DEFER CAPITAL GAIN TAX for AMDA shareholders (some people have shares more than 1 year will only pay FEDERAL long term capital gain (20% max) instead of short term gain (40% max)):

1. No Gain, No Loss - If you trade old shares for new through a merger or acquisition, the IRS does not look on the event as a taxable transaction. It doesn't matter whether the shares are preferred, common or private; nor does it matter whether the trade was voluntary on your part or if you voted for it. Your original investment has not been disposed of, as far as tax liability is concerned, and no capital gain or loss has to be reported.

http://finance.zacks.com/tax-stocks-exchanged-through-merger-acquisition-11818.html

2. 4.1 Scenario 1 - A 100% stock for stock transaction, no cash involved: Stock “A” is simply exchanged for Stock “B” or “C” in any possible ratio.

Examples: Take over or merger (or called “stock split” when it concerns one and the same company)

Tax consequences: NONE (as we all know) <<<<< DEFER until sell of stock later.

http://fairmark.com/forum/read.php?4,25851

3. Can also be done as a “reverse stock split” to freeze-out minority investors. Example: A
corporation has 100 shares of outstanding stock. Of those 100 shares, 60 are owned
by A, 36 by B and 4 by four other shareholders who each own one share. A and B vote
for a recapitalization whereby each shareholder receives one new share for every six
owned (a “6-for-1” reverse split). Any fractional shares that result will be cashed out.
Following the reverse split, A will own 10 shares, B will own 6 and the four single share
owners are cashed out (since they would each otherwise receive 1/6 of a share, and
fractional shares are cashed out). As a result, A and B cashed out the minority
shareholders without being taxed on the reverse stock split.

http://www.egsllp.com/TaxFreeBusAcq.pdf

====================================================================================

Many faux longs (bears disguised as bulls) which DON'T own shares...pretent to claim that they own gazillions shares & voted no on R/S...cough cough

Also, trying to convince the naive bulls to vote no too...

The R/S voting is playing part of their plans to merge w/ Zimmer. The bears are trying to create a roadblocks to delay the well-plan merger from happening!

REAL bulls shouldn't be falling for their tactics!

THE WHOLE PLOT TO MERGE W/ ZIMMER WAS METICULOUSLY PLANNED!

PLEASE SUPPORT THEIR PLANS & VOTE YES TO R/S IF YOU ARE A REAL BULL!!!