This is news from Dec 21st giving details about what occurred @ the special shareholders meeting. MIND YOU the shareholder who shouted for the company to liquidate *causing the mass sell off* was upset that a special meeting was occurring. He cited that he didn’t believe that there was sufficient notice given to him by the other shareholders who wanted to conduct this meeting and wanted it to be stopped via court order which was denied to him.
20-Dec-2006
Other Events, Financial Statements and Exhibits
Item 8.01 Other Events
On December 20, 2006, Millstream II Acquisition Corporation issued a press release reporting that the Court of Chancery of the State of Delaware in and for New Castle County denied a motion seeking to enjoin Millstream II from holding the special meeting of stockholders currently scheduled for Thursday, December 21, 2006, at 10:00 a.m. This special meeting has been called for the purpose of considering the approval of Millstream II's agreement to acquire Specialty Surfaces International, Inc., d/b/a Sprinturf.
A copy of the press release is attached hereto as Exhibit 99.1
Interestingly this is the man who is vice president of the competitor company, of the company MillStream wants to aquire. Hmm no motive there right? lol
Form 8-K for MILLSTREAM II ACQUISITION CORP
21-Dec-2006
Other Events, Financial Statements and Exhibits
Item 8.01 Other Events
On December 21, 2006, Millstream II Acquisition Corporation issued a press release announcing that the holders of a majority of the common stock of Millstream II entitled to vote at the special meeting of stockholders held today voted against each of the following proposals: (i) to adopt the Agreement and Plan of Merger, dated as of August 11, 2006, as amended on November 15, 2006, among Millstream II, Millstream II Merger Sub, Inc. and Specialty Surfaces International, Inc. d/b/a Sprinturf; (ii) to adopt the second amendment and restatement of certificate of incorporation for Millstream II; (iii) to adopt the Sprinturf Corporation 2006 Long-Term Incentive Plan; and (iv) to adjourn the special meeting to a later date if there are not sufficient votes to adopt the merger agreement, as presented in the Millstream II proxy statement dated December 8, 2006.
A copy of the press release is attached hereto as Exhibit 99.1
How it reads to me is they voted not to finalize or agree to the acquisition terms as currently outlined. I do not see anywhere it stating that they have dropped the merger itself, just the current terms. This is the primary reason the PPS dropped, but it crashed because of the UNTRUE liquidation statement from an angry shareholder as follows...
WAYNE, Pa., Dec. 19 /PRNewswire-FirstCall/ -- Millstream II Acquisition Corporation (OTC Bulletin Board: MSMA - News, MSMAW - News, MSMAU - News; "Millstream II"), a special purpose acquisition company, announced today that it has been served with a complaint filed in the Court of Chancery of the State of Delaware in and for New Castle County seeking to enjoin Millstream II from holding the special meeting of stockholders currently scheduled for Thursday, December 21, 2006, at 10:00 a.m. This special meeting has been called for the purpose of considering the approval of Millstream II's agreement to acquire Specialty Surfaces International, Inc., d/b/a Sprinturf.
The plaintiff, David Moskowski, states that he is the holder of 100 shares of Millstream II common stock. The plaintiff identifies himself as a senior vice president of Fieldturf Tarkett, Inc., a competitor of Sprinturf. The plaintiff alleges that Millstream II failed to give proper notice of the special meeting as required by the Delaware General Corporation Law. The plaintiff's action requests that a temporary injunction be granted to prevent the special meeting from being held and that an order be granted requiring Millstream II to proceed with a plan of liquidation and dissolution. The Court has scheduled a telephonic Temporary Restraining Order hearing for 10:00 a.m., Wednesday, December 20, 2006.
Millstream II's management believes that the claims raised in this complaint are without merit and that notice of the special meeting was properly given. Millstream II intends to vigorously defend the action and will consider its other legal remedies as a result.
Come to your own conclusion but after the company clears the air with a PR describing their new plan and when people come to their senses and realize this sell off was a ridiculous double whammy of half fact and total fiction then they will see how seriously undervalued and oversold it now is. Place your bets, im all in and loading up.
