Good old fashioned Tax/Merger/Sec Rules
The original agreement could have been a signed LOI (Letter of Intent) where the purchase price was set and other rough specifics. I have been in many deals where the LOI said one thing and the master agreement said another. The LOI is generally an acceptance of certain criteria, but generally a non-binding agreement pending due diligence and what not - things can change if circumstances become more favorable within the DD time frame.
Also because this is an asset sale and not a merger/reverse merger you also have audit requirements (the previous make be sufficient) but hefty tax implications for BIHC may be the area the lawyers are working the hardest on, considering and here is where you get into some good old fashioned tax law and SEC rules like Section 351 to eliminate the tax burden which may make sense IF the buyer were someone like TAKK who was going public early, anyway not going to get into those details.
Also folks keep talking about material events, etc. yes the company has an obligation to its shareholders, but as long as the company is acting in good faith and in the best interest of its shareholders some material events maybe can be withheld due to exclusivity or confidentiality agreements on behalf of the purchaser under certain circumstances.
At the end of the day I'd keep holding your breath, I think we have a winner in BIHC (IMO)
-Turbo
