What to come
I’ve did some proper DD the last couple of day’s. I’ve listed what to come with the explanations underneath.
1. On march one 2010 VCTY filled a Form 15 with the SEC. The SEC has 60 day’s to
accept of bounce the filling. If we get a bounce, we are fucked. I think we will get filled.
2. On SEC filling Form 15 VCTY checked the Rule 12g-4(a)(2) box meaning VCTY will be required to file a Schedule 14A proxy statement or a Schedule 14C information statement relating to the back-end merger during the 90-day period between filing the Form 15 and termination of registration pursuant to Rule 12g-4. Form 15 was filled on march 1 (but not yet accepted!!)
3. When the Schedule 14A proxy statement or a Schedule 14C information statement is filled we will know the… planning.
As Toucan stated before about raised AS in the trust account. There is no proof that VCTY put the raises A/S in a escrow account… so I don’t what that was based on… Next to that my opinion is that Toucan pumpes to much without proper DD. He posts part's of PR and SEC filling multiple times a day and people love him for that... so strange, it's not even DD, just copy/paste work. Everybody should be aware of the way Toucan pumped PMDP massifly on tons of Google Finance boards. BTW2 I'm not questining his motives, in the end his goal is the same as ours, only the way he does what he does is very odd to me and should raise questionmarks.
So news comes out in march 1 + T90 MAX
Rule 12g-4
Following a tender offer, a company has sufficiently few shareholders to file a Form 15 pursuant to Rules 12g-4 and 12h-3. Subsequently, the company will have a back-end merger. The Division staff ordinarily will not accelerate termination of Section 12(g) registration under Rule 12g-4 where an Exchange Act event is anticipated. Accordingly, the company will be required to file a Schedule 14A proxy statement or a Schedule 14C information statement relating to the back-end merger during the 90-day period between filing the Form 15 and termination of registration pursuant to Rule 12g-4.
Tender Offer
A tender offer is one method of acquiring the stock of a public company. Although not defined in the SEC's (www.practicallaw.com/5-107-7227) rules and regulations, it is widely understood that a "tender offer" is an offer to purchase some or all of a corporation's publicly traded stock directly from the company's stockholders with cash, the bidder's stock (known as an exchange offer) or a combination of cash and stock. By making a direct solicitation to a target company's stockholders to acquire their interests, a bidder can take a controlling position in a company if the majority of stockholders agree to sell their stock, whether or not the target company's board recommends the acquisition.
Because it is highly improbable that all of a target company's stockholders will tender all of their stock to a bidder, a merger is necessary as a second step (known as a two-step merger (www.practicallaw.com/7-383-2232)) to complete the acquisition of 100% of the target company. The two-step merger can be completed as a:
Back-end merger (www.practicallaw.com/7-383-2166) (a merger requiring the target company's stockholder approval).
Short form merger (www.practicallaw.com/0-382-3820) (a merger not requiring stockholder approval, usually if the bidder owns at least 90% of the target company's stock).
