ProGames merger with WNED still on track?
May 18, 2007 is only a week away...
From 8-K:
As a condition of the Acquisition, Winning Edge will complete a 1 for 30 reverse split of its issued and outstanding shares of common stock reducing the issued and outstanding shares of common stock from 124,849,845 to 4,161,662. Upon closing of the merger, Winning Edge will issue an aggregate of 34,129,823 post reverse split shares of common stock to the shareholders of ProGames Network, Inc. After the merger, shareholders of ProGames Network, Inc. will own more than 85% of the issued and outstanding common stock of Winning Edge.
The Acquisition is subject to closing conditions including restructuring Winning Edge’s current debt, issuance of Series B Preferred Stock to Winning Edge Shareholders, and the completion of $2,200,000 in financing. The majority shareholders of both Winning Edge and ProGames have approved the merger agreement and subject to the closing conditions set forth in the Agreement, consented to the transaction. If the parties are unable to close the Agreement by May 18, 2007, either party may terminate the Agreement. The Agreement may also be terminated by consent of either party with a $250,000 liquidating damage payment to the non-terminating party.
"Perhaps we should have a list of companies that the rule of law does not protect," said Patrick Byrne, Overstock chairman and CEO. "Oh wait -- we already do! It's called, 'the SEC's Regulation SHO threshold list'."