Monday, March 05, 2018 1:52:10 AM
Last post:
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Boston's blog:
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If you read my last post, I mentioned 2 notes holders (magna & anson) are biting on AMDA's asset, then follow Sonny LLC. The $500K note holder, L2 doesn't hold the asset hostage (only require Zimmer to take over the loan in the M&A deal - if they haven't paid it off by the time the M&A announcement).
For the recently filed S-1 , we have to see the whole game plan that set out by Sonny as a bigger picture. Bird's eye view vs. linear view! Think tricky!
1. What if magna & anson don't cooperate & don't provide the letters of consent, then they will execute the already registered S-1. They just need to raise enough $3.2 mils (out of $10 mils filed in the S-1), then pay them off. Close the door, sign the deal with Zimmer WITHOUT LEAKING ANY CONFIDENTIAL INFO vs. if they have to ask letters of consent = consider leak right?
Secondly, raising only $3.2 mils but advertised $10 mils will accomplish the fund raising from current shares holders 3 times faster than just announce the exact amount of $3.2 mils!!! The rights offering can be cancelled anytime...as soon as they hit the amount they wanted (planned)...in analogy - think of charity fund raising at more places/events would be faster to accomplish to raise the amount originally wanted to raise.
And if the right offerings ever executed, then when the M&A announcement will have something look like this (including the cash tender or share exchange for preferred shares & rights):
https://www.prnewswire.com/news-releases/abbott-announces-extension-of-cash-tender-offer-for-all-outstanding-shares-of-series-b-convertible-perpetual-preferred-stock-of-alere-inc-300520703.html
https://www.sec.gov/Archives/edgar/data/318154/000119312512035376/d29060
8dex99a1i.htm
I highly doubt the rights that shareholders bought will have a chance to convert to common shares...which mean the M&A announcement will be announced before the share converting date...which is far far away...as we haven't seen the calendar for the S-1 yet...something similar to this...
Expected Rights Offering Calendar:
Ownership Date: Wednesday, Oct. 11, 2017 by 4 p.m. ET (NASDAQ closing bell)
Ex-Right Date: Thursday, Oct. 12, 2017
Record Date: Friday, Oct. 13, 2017
Expected Subscription Period:
Beginning date: Friday, Oct. 20, 2017
Ending date: Wednesday, Nov. 8, 2017 by 5 p.m. ET
Every rights offering is unique...calendar date range can be set in a very tight time frame...it's all up to the BOD.
2.Don't forget the "POS AM" of $12 per share exercise...that could work conjunction with the S-1.
If the S-1 is ever executed & they only need to raise $3.2 mil to pay these 3 note holders off, then they will have these warrants of $12 per share exercised AFTER the M&A announcement & BEFORE the consummation of the M&A (BEFORE FTC Approval)...like I have said in past posts...they have to register the warrants if they want to exercise prior the FTC approval.
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https://investorshub.advfn.com/boards/read_msg.aspx?message_id=138949257
Very good finding Boston! Exactly, LDRH (Acquisition in 3Q' 2016) didn't bring much organic growth to their Spine revenue:
Q1' 2016 (Before LDRH) = $141.2 mil
Q1' 2017 (After LDRH) = $186.3 mil (inorganic 32% growth)
Q2' 2016 (Before LDRH) = $145.8 mil
Q2' 2017 (After LDRH) = $194.0 mil (inorganic 33% growth)
Q3' 2016 (After LDRH) = $183.7 mil
Q3' 2017 (After LDRH) = $184.9 mil (no growth at all - after 4 consecutive quarters since acquisition)
Q4' 2016 (After LDRH) = $191.3 mil
Q4' 2017 (After LDRH) = $194.3 mil (~ 1.5% = pretty much flat - after 5 consecutive quarters since acquisition)
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001136869&type=10&dateb=&owner=exclude&count=40
Zimmer - No 2018 full year guidance = wait for M&A announcement to disclose it - on their Q1' CC - So M&A announcement could be sooner than their Q1 CC day !!! Bank on that man!
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I am thinking the special salary/bonus/compensation packages for these 3 plus VPs from Zimmer working as secret operations before M&A announcement - M&A integration takes months/year esp. the sale/revenue growth is vital for Zimmer as of now, so they won't take the same route like LDRH (integration after M&A) ... as they are still under Zimmer's payroll man (pre-arrangement compensation package before they left). No way that Amedica's little revenue can compensate their high wage.
Like always,
99% M&A for sure + I need to see the last 1% - which is the M&A announcement to confirm it...which make it 100%! These BEARs must watch out...surprise for them is coming very soon! I still think before Zimmer 1Q CC! Japan approval in between & our 10-K for 2017 which shows $20 mils revenue!
I know these BEARs will not stop their BS like BK, death spiral magna magna, anson anson, desperate as hell...LMAO.
Everytime I read MBD (another alias of F.S.uno-cinco, ta87, blue popeyes monkey, SNAPSSS):
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Will post more stuff next time folks...
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