Thursday, July 26, 2018 4:24:00 PM
BIOAMBER Final Pre-acquisition DD post
Just wanted to try and at least update a DD post for those that are still sitting on the sidelines with this stock. Here you should find most of the answers to your questions you may have in regards to this outcome.
Firstly, BIOA is no longer under bankruptcy proceedings in the U.S. and Canada. This was dismissed and is listed on pacer (which I do not personally have access to). Instead they fall under Canadas CCAA protection. For those unfamiliar with what CCAA is, here is a definition provided by PWC, the monitor in charge of BIOA through the proceedings.
https://www.pwc.com/ca/en/services/insolvency-assignments/what-is-ccaa.html
For those with access to pacer, here is the link for their case in the U.S.
https://www.pacermonitor.com/public/case/24653251/BioAmber_Inc_and_BioAmber_Inc
https://www.pwc.com/ca/en/services/insolvency-assignments/what-is-ccaa.html
From the most recent 10k in regards to common stock:
Liquidation, dissolution and winding up rights
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of common stock shall be entitled to receive all of the remaining assets of the Company available for distribution to its shareholders, ratably in proportion to the number of shares held by them. Refer to page 92 of the actual document.
https://backend.otcmarkets.com/otcapi/company/sec-filings/12658021/content/pdf
As a sidenote, financials have not been updated because, as with the transfer agent and all unnecessary staff have been cut from the operations as a cost cutting measure. Buyers have full access to the companies financial reports.
Warrants are NOT and are UNABLE to be converted at this time. The transfer agent was released as a cost cutting measure in the proceedings. Without a transfer agent no warrants, conversions, dilution etc can be executed period. Money raised through warrant execution would be shown on the latest PWC document, which shows a balance of $0. The likely outcome of these warrants is they will either default or be bought out by the purchasing company.
Here is the PWC main page for BIOAQ's proceedings that references all of the court proceedings and documentation regarding the sale.
https://www.pwc.com/ca/en/services/insolvency-assignments/bioamber.html
Here is the list of the 270 patents that Bioamber holds worldwide. These patents hold monetary value and will be included in the sale of the company.
https://patentscope.wipo.int/search/en/result.jsf
Here is a tweet from today (7/26) where an analyst by trade created a rudimentary valuation of what we can possibly expect from this Buyout. The valuations listed are AFTER all debts are paid to their respective parties. They have also included the employee stock options in their total share count, that is the reason for the valid discrepancy in the float.
On the latest PWC monitor report there WAS 2 of the strategic buyers disclosed accidentally. If you were to refer to the report now the KERP financing documents and the 2 buyers disclosed have been removed from the document. This could of provided an advantage to bidders that hadn't already submitted their LOIs to see the caliber of companies that are interested in this acquisition. This was not supposed to be disclosed to the public but whoever uploaded the document made the mistake. KERP financing was issued to retain 14 key employees through the transition to maintain facility operations as a condition for at least these 2 strategic bidders. For those unaware of what KERP is, here is a definition.
https://definitions.uslegal.com/k/key-employee-retention-plan-kerp/
The 2 companies that were accidentally disclosed in the most recent PWC update were/are:
https://en.wikipedia.org/wiki/PTT_Global_Chemical
http://www.greenfield.com/
Here is the image showing the schedule for the execution of the sale. TOMORROW 7/27 ALL BINDING OFFERS ARE DUE. Execution of sale is 7/31, we should expect a PR regarding this matter after hours on the 31st or on 8/1 in my opinion, just the same as DIP financing was PR'd the following day in regards to DIP financing approval on 6/18.
https://farm2.staticflickr.com/1823/42007553195_b200074010_b.jpg
As of July 6th there was 5 strategic buyers listed that had already submitted their LOIs, with the potential to receive up to 15 offers from strategic buyers alone.
https://investorshub.advfn.com/uimage/uploads/2018/7/23/mqyffpwc-loi_recv.0716.2018.JPG
Updated E-service list (list of all parties involved in the proceedings for one reason or another).
https://www.pwc.com/ca/en/car/bioamber/assets/bioamber-020_072618.pdf
I'm sure I'm overlooking something, but I haven't composed this for MY benefit. Hopefully this answers most everyone's questions.
Just wanted to try and at least update a DD post for those that are still sitting on the sidelines with this stock. Here you should find most of the answers to your questions you may have in regards to this outcome.
Firstly, BIOA is no longer under bankruptcy proceedings in the U.S. and Canada. This was dismissed and is listed on pacer (which I do not personally have access to). Instead they fall under Canadas CCAA protection. For those unfamiliar with what CCAA is, here is a definition provided by PWC, the monitor in charge of BIOA through the proceedings.
https://www.pwc.com/ca/en/services/insolvency-assignments/what-is-ccaa.html
For those with access to pacer, here is the link for their case in the U.S.
https://www.pacermonitor.com/public/case/24653251/BioAmber_Inc_and_BioAmber_Inc
https://www.pwc.com/ca/en/services/insolvency-assignments/what-is-ccaa.html
From the most recent 10k in regards to common stock:
Liquidation, dissolution and winding up rights
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of common stock shall be entitled to receive all of the remaining assets of the Company available for distribution to its shareholders, ratably in proportion to the number of shares held by them. Refer to page 92 of the actual document.
https://backend.otcmarkets.com/otcapi/company/sec-filings/12658021/content/pdf
As a sidenote, financials have not been updated because, as with the transfer agent and all unnecessary staff have been cut from the operations as a cost cutting measure. Buyers have full access to the companies financial reports.
Warrants are NOT and are UNABLE to be converted at this time. The transfer agent was released as a cost cutting measure in the proceedings. Without a transfer agent no warrants, conversions, dilution etc can be executed period. Money raised through warrant execution would be shown on the latest PWC document, which shows a balance of $0. The likely outcome of these warrants is they will either default or be bought out by the purchasing company.
Here is the PWC main page for BIOAQ's proceedings that references all of the court proceedings and documentation regarding the sale.
https://www.pwc.com/ca/en/services/insolvency-assignments/bioamber.html
Here is the list of the 270 patents that Bioamber holds worldwide. These patents hold monetary value and will be included in the sale of the company.
https://patentscope.wipo.int/search/en/result.jsf
Here is a tweet from today (7/26) where an analyst by trade created a rudimentary valuation of what we can possibly expect from this Buyout. The valuations listed are AFTER all debts are paid to their respective parties. They have also included the employee stock options in their total share count, that is the reason for the valid discrepancy in the float.
Incase you missed it, I did the math for you... buy Bioamber before you regret it. $BIOAQ $CELZ $RBIZ $DRUS pic.twitter.com/XhfGPntF3b
— Issa (@icemian) July 26, 2018
On the latest PWC monitor report there WAS 2 of the strategic buyers disclosed accidentally. If you were to refer to the report now the KERP financing documents and the 2 buyers disclosed have been removed from the document. This could of provided an advantage to bidders that hadn't already submitted their LOIs to see the caliber of companies that are interested in this acquisition. This was not supposed to be disclosed to the public but whoever uploaded the document made the mistake. KERP financing was issued to retain 14 key employees through the transition to maintain facility operations as a condition for at least these 2 strategic bidders. For those unaware of what KERP is, here is a definition.
https://definitions.uslegal.com/k/key-employee-retention-plan-kerp/
The 2 companies that were accidentally disclosed in the most recent PWC update were/are:
https://en.wikipedia.org/wiki/PTT_Global_Chemical
http://www.greenfield.com/
Here is the image showing the schedule for the execution of the sale. TOMORROW 7/27 ALL BINDING OFFERS ARE DUE. Execution of sale is 7/31, we should expect a PR regarding this matter after hours on the 31st or on 8/1 in my opinion, just the same as DIP financing was PR'd the following day in regards to DIP financing approval on 6/18.
https://farm2.staticflickr.com/1823/42007553195_b200074010_b.jpg
As of July 6th there was 5 strategic buyers listed that had already submitted their LOIs, with the potential to receive up to 15 offers from strategic buyers alone.
https://investorshub.advfn.com/uimage/uploads/2018/7/23/mqyffpwc-loi_recv.0716.2018.JPG
Updated E-service list (list of all parties involved in the proceedings for one reason or another).
https://www.pwc.com/ca/en/car/bioamber/assets/bioamber-020_072618.pdf
I'm sure I'm overlooking something, but I haven't composed this for MY benefit. Hopefully this answers most everyone's questions.
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