SiNtx Technologies Inc (SINT)

[CL101]

Hello REAL BULLs!

& Xena, thanks for posting the image & re-post the deleted post.

==============Hiccup-free Regulatory Approval Preparations==========

1. Internal Control Weakness Disclosure:

AMDA is exempted from the internal control compliance (JOBS ACT -due to its size). They obtained the internal control weakness disclosure from BDO after the Financial Statement Audits as a preventive measure to counter any hiccup & surprises of any sort from FTC, SEC, DOJ...etc.

a* Help Zimmer During Due Diligence Process

b* No Hiccup During Regulatory Approval Process

c* Post acquisition – Help Zimmer on Internal Control Integration Process

In past posts, I provided example of a companies didn't have ICW Disclosure & FTC/SEC gave them a middle finger on their proposed merger plan. Here is one:

"* Hope Bancorp Inc - ? regulatory approvals required to complete merger will not be obtained prior to termination deadline of September 23, 2017?"

The hang-up is tied to a “material weaknesses” Hope found in its financial reporting. The company had disclosed earlier this year that an issue arose with the audit of its 2016 financial statements.

https://www.americanbanker.com/news/material-weakness-forces-hope-bancorp-to-scuttle-u-i-acquisition

http://roseryan.com/2014/11/4-things-no-one-is-telling-you-about-sox-compliance/

2. Financial Statement Restatements (Accurate, Truthful, Error-free)

IT'S ALL ABOUT ACCURACY & Error-free! Find & fix all these little errors prior to announcing the deal is important to make sure the deal goes thru. smoothly once announced. AMDA's Financial Statement is very simple & straight forward. Doesn't take much efforts for big audit teams from Zimmer to locate tiny errors & these errors can be quickly fixed. All Financial Statement Restatements have already been filed with SEC. I already covered the details in my past posts.

This study investigates the role of financial reporting quality in merger and acquisition (M&A) deals that are ultimately terminated, (i.e., go bust). If a target is a U.S. publicly-traded company, an acquirer’s initial assessment of the potential benefits associated with the acquisition of the company is based on publicly available information. Generally, the acquirer obtains limited private information from the target prior to announcing the deal, but engages in transactional due diligence after signing the acquisition agreement to affirm that the financial reporting warranties made by the target are accurate. We construct a low quality financial reporting score based on measures prior research identifies as being associated with less-reliable, less-relevant, and less precise financial reporting. We find that acquirers offer higher premiums for targets with low quality financial reporting. However, we also find that low quality financial reporting increases the likelihood of deal renegotiation, and contributes to the probability of deals going bust. We document that failed targets are more likely to restate their financial statements after the announcement of the deal, supporting our conjecture that low quality financial reporting contributes to deals being terminated. Our research provides new insights into the capital market consequences of financial reporting quality and identifies a new determinant of financial statement restatements.

https://www.researchgate.net/publication/228283210_Target_Financial_Reporting_Quality_and_MA_Deals_that_Go_Bust

In past posts, I also provided examples of failed merger, which rejected by FTC & SEC on messy Financial Statements.

3. Non-compete - divestiture of assets

https://www.wsj.com/articles/zimmer-biomet-holdings-considering-sale-of-dental-unit-1519992000

https://www.ftc.gov/news-events/blogs/competition-matters/2015/04/divestitures-may-include-assets-outside-market

As you can see, both sides took all the necessary steps to prepare for a smooth-ride M&A = Si3N4 tech = A MUST OWN TECH FOR ZIMMER!!!

Zimmer divested some assets when they merged with Biomet back in 2014.

Divesting dental unit/assets is considered one of the various events from Hanson. Other various events could be more money pulled from foreign countries back into USA in Q1. & shares registration in March. What about hired a new M&A expert IR (Cole Lannum). Other officer resigned weeks ago too & Yet...we haven't seen any material event that will create a culture change for Zimmer as mentioned by Hanson in Q4'2017 CC!!! Something that AMDA's REAL BULLs are waiting for...the M&A news!

& getting support from AMDA' Shareholders on the deal is imperative:

4. MUST BE Fair Value on the M&A deal & High payout on IPR&D (CVR - future milestone payments)

If Zimmer gives a super low-ball valuation, do you really think other big dogs in the industries like Strykers, Depuy (JNJ), Medtronic, etc... will sit still & watch Zimmer takes the tech for cheap - w/o doing anything? In order to prevent any nasty bidding war to complicate the deal up, Zimmer must pay a fair value for the tech. (meaningful amount) - to prevent higher bids from others competitors! So don't feed the BEARs that this will be cheap for Zimmer to own. Apply some common sense folks.

Regarding CVR (milestone payouts), try to think of a piece of cheese with a string attached to it. Shareholders MUST VOTE YES TO SUPPORT THE DEAL = SUCCESSFULLY CLOSE THE DEAL = Shareholders will collect milestone payouts later. Please see the next section on TBRA example.

==============IPR&D Value = Substantial=============

Allergan (NYSE:AGN) acquired Tobira (NASDAQ:TBRA) and its Phase II NASH drug in a deal valued at $1.7 billion on September 20...The upfront payment alone dished out by Allergan totaled $28.25 per share, a 500% premium on Tobira stock, which closed at just $4.74 on September 19. $49.84 more per share will be paid if Tobira meets certain milestones, for a total $78.09 per share, a 1750% premium for Tobira investors

https://seekingalpha.com/instablog/1240561-ray-dirks/4920625-allergans-1_7-billion-acquisition-tobira-nash-drug-sets-1750-percent-potential-premium-can

The pharma giant announced Tuesday that it struck a deal to buy the California biotech for an upfront payment of $28.35 per share in cash. And Allergan said it would pay as much as $49.84 per share in contingent value rights if Tobira, which doesn’t have any approved treatments on the market, meets certain developmental milestones. That means the total deal could be valued as high as $1.7 billion.

http://fortune.com/2016/09/20/allergan-tobira-deal/

Now check on page F-34 in below link, you will see AGN booked over $1 billion for TBRA's IPR&D intangible assets.

https://www.sec.gov/Archives/edgar/data/1578845/000156459018002345/agn-10k_20171231.htm

Please note: TRBA had a failed phase 2 drug, generated less than $1 mil revenue yearly, & the TAM (Total Addressable Market) size of their pipelines is about 1/4 of Si3N4 tech's.

Milestones payments made to TBRA shareholders so far:

Balance as of December 31, 2016 = $514 mils

https://www.sec.gov/Archives/edgar/data/1578845/000156459017002433/agn-10k_20161231.htm (F-87)

Balance as of December 31, 2017 = $227.8 mils

https://www.sec.gov/Archives/edgar/data/1578845/000156459018002345/agn-10k_20171231.htm (F-87)

I posted the below information back months ago, here it is again:

Buyers often look for potential targets that may be in the process of performing research and development for a new product or products. Those “in-process” research and development (IPR&D) activities can have significant value and, therefore, drive a significant component of the acquisition price. These types of deals are particularly common in the software, technology, and pharmaceutical and life sciences industries

https://www.pwc.com/us/en/cfodirect/publications/mergers-accounting/mergers-acquisitions-a-snapshot-acquiring-a-company-with-significant-in-process-research-and-development-iprd-activities-whats-next.html

AMDA's milestone payments on the IPR&D could be substantial!!! MAKE SURE YOU READ THE DEAL CORRECTLY & ACT ACCORDINGLY ON THE DAY THE M&A NEWS IS OUT. WHOEVER SELLS THEIR SHARES WILL NOT COLLECT THE FUTURE MILESTONES PAYMENTS! VOTE YOUR SHARES "YES" IF WE HAVE SIMILAR SET UP OF THE DEAL LIKE TBRA (high CVR milestone payments).

Long list of IPR&D assets:

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=140215403

Multiply by countries & regions (USA, Japan, China, EU, ROW, etc) that will get future clearances. So the potential of the tech is huge! Only deep pocket like Zimmer can fully commercialize Si3N4 tech!

If you look at the slides in below link, you notice they mentioned "ease on R&D"?????

https://seekingalpha.com/article/4110015-amedica-amda-presents-ladenburg-thalmann-2017-healthcare-conference-slideshow

HOW SO? ah, sugar daddy Zimmer will take over his g/f - Amanda R&D's tab!!!

Also, it mentioned "financially break even" in 2018 - like I showed an estimated calculations in my previous posts.

========ZIMMER HASN'T DISCLOSED 2018 FULL YEAR GUIDANCE & SCHEDULED Q1'2018 CC WAY EARLIER THAN PREVIOUS YEARS (STRANGE HUH?)==========

Similarly, the year Zimmer merged with Biomet in 2014-2015, they didn't disclose full year guidance for 2015 as well (on their Q4'2014 CC). If you ask me why Zimmer scheduled the Q1'2018 CC 20+ days earlier than normal, I would guess they just want to give these guys/gals more time to plan their trips:

http://investor.zimmerbiomet.com/stock-information/analyst-coverage

It seems Zimmer is tossing a big party on Q1'2018 CC day & want all ANALysts to come & join the big party for something big yet to be announced as promised by Hanson back in Q4'2017 CC!!!

In analogy, if I am about to toss a big pool side party with tons of hot gals/guys, I would want to notify/invite my friends as earliest as possible, right? More time for everyone to make their plans.

In addition, if this coming deal would be a tiny transaction, they don't have to be so secretive like they are now. I bet this will be a bigger transaction than LDRH.

Does this answer Boston' statement?

Material events need to transpire before Zimmer can give its 2018 guidance. That tells you a lot right there, especially as Zimmer hasnt announced one material event since Q4 CC. Its very odd that Zimmer announced its Q1 CC date 2 weeks earlier than usual.

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=140209242

============AGAIN, NO ANNUAL = M&A related =============

Nasdaq listing issue on no annual meeting? something the BEARs keep grasping on.

82 out of 400+ M&A cases SKIPPED annual meeting & REPLACED them w/ DEFM14A for voting on the deal

https://imgur.com/a/LWf37

Closing shop due to M&A event - why need to host regular annual meeting anyway...waste of resource.

You can also see a rough estimate of how long after M&A 8-K news were filed, companies filed their DEFM14A (to cast vote on the deal). Many deals took about 60 days - from announcement to close of the deal.

====================AMDA's this year's last trade shows=================

AANS Annual Meeting on April 28 - May 2, 2018

Overlapping with Ceramic Expo on May 1-3, 2018

No more future trade show scheduled in June to November like last year.

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

My mentality:

AMDA' Si3N4 tech is a bridge for Zimmer to cross to the other side of the mountain to grasp a chest full of treasure. Zimmer must pay a fair fee to own the bridge completely. In order to do so, there must be an official announcement to buy the tech/bridge & there must also be an official voting from the little tech/bridge's owners ("YES" voting from AMDA REAL BULLs). There is no other magical formula around this!!! Zimmer isn't doing well, so they must acquire to thrive & Hanson must deliver something to his big investors. Can't wait to read the "nuts & bolts" of the deals. I also posted this months ago about Zimmer:

1. Meticulous Preparations & Plans = New Spine HQ in Colorado, Loan in Japan, etc...

2. Vast Personnel Resources & Huge Worldwide Operations
"As of December 31, 2016, we employed approximately 18,500 employees worldwide, including approximately 2,000 employees dedicated to research and development. Approximately 8,700 employees are located within the U.S. and approximately 9,800 employees are located outside of the U.S., primarily throughout Europe and in Japan. We have approximately 7,800 employees dedicated to manufacturing our products worldwide. The Warsaw, Indiana production facilities employ approximately 2,600 employees in the aggregate."

AMDA = superior tech + Zimmer = vast resource to commercialize the tech! = PERFECT MATCH = HUGE Synergy value!

3. Leadership Teams (New CEO & New Spine President, New M&A expert IR - Cole Lannum, etc...)

4. Acquiring a new, unique, superior tech like AMDA's Si3N4 to strengthen/upgrade their outdated portfolio of product lines.

This is the next step = big day for AMDA REAL BULLs!!!

5. Excellency in Plans Executions

Simply put, it must be a co-action of these 5 factors to make things work for Zimmer - to compete, to win the other big competitors out there. They can't do that w/o #4 (to acquire Si3N4 tech!!!)

BEARs show up to spam the board w/ baloney again - thinking that they can change the BIG PLAN from Zimmer to acquire AMDA' Si3N4 tech for a culture change. Shake my head. All they can do is to convince the gullible, short-sighted REAL BULLs to give up the shares to them to cover their short positions. I am expecting my post will be pushed to the 2nd or 3rd page quickly again - LMAO. Since I don't post much, people can easily locate the information from my posts anyway. So no biggie there.

& like always,

99% m&a so far & i am waiting for the last 1% (announcement!) = 100% M&A

BEARs say no M&A and NOT Zimmer = it's M&A coming with Zimmer!!!