Thresher Industries, Inc. (THRR)

[Chris21]

One should never take a face value the claims of a pink sheet CEO. Obtaining third party verification of the things a company claims is the only way to go about it.

But taking claims from speculators is fine?

This company is technically bankrupt. Its liabilities as of the date of its last filing far outweigh its assets.

Bankruptcy is not a technicality. Bankruptcy only occurs when you can no longer pay your creditors. There is absolutely no evidence that THRR is not continued to receive financing and paying the bills.

The company only has $488,000 in total assets.

In terms of a friendly takeover, they are buying the company. The company offering the buyout has money. The assets are negligible except for credit security.

The company has over one million dollars in CURRENT LIABILITIES

Precisely why a high buyout would be necessary. If the company has the financial position to pay down liabilities, restructure etc., that number can go down significantly.

4. The company has over two million dollars in LONG TERM DEBT.

The company has a loan. The company has credit to get $2,000,000 in financing and someone is confident that will be repaid.

The company is LOSING approx a half million dollars per quarter.

Research & Development and/or development of a valuable patent could easily explain that.

"An estimate of the amount spent during each of the last two fiscal years on research and development activities, and, if applicable, the extent to which the cost of such activities are borne directly by customers; Most of the technology was brought to the company by Mr. Flessner; about four or five weeks of the past year has been devoted to some type of R&D efforts. Procuring the metal matrix technology did take
about two to three months." (from Information and Disclosure Statement Sept 09)

The company only does a minuscule approx. $10,000 in sales per month

Sales obviously aren't the main focus of the company. They are working on developing products and provide services as needed. Their disclosure statement says the provide FULL engineering support and R&D among other services. They even said in a disclosure statement that this company should be considered like a biotech company. The cycles of profit/loss can be very wide but often pay of greatly.

The company has a NEGATIVE 10 million dollars in retained earnings.

7 million of that is the issuance of new shares. The PPS dropped significantly, along with the decline of the market to yield that number. When PPS recovers that number will greatly improve. It has already fluctuated greatly int he past two weeks.

The companies financials have NOT been audited.

That didn't stop you from using the numbers to build a argument against them and it doesn't stop creditors from issuing them credit. It is in GAAP format and all the numbers check out.

9. The suitor is unnamed.

The suitor is unnamed as of yet. The offer wasn't sent all that long ago. It needs to be reviewed, approved by the board and legal counsel. You KNOW that. It's too much risk to the agreement to have the buyer be announced by the company they intend to purchase. If the buyer announced it themselves it would be a different story. If anything you should be blaming the buyer for not disclosing, not THRR.

There has been no announcement as to whether this mystery suitor would be paying in cash or stock and if stock, whether the stock would be free trading or not.

This is based on the theory that it is a publicly traded company purchasing THRR. I don't see them converting 10-14 BILLION shares into restricted trading. If you are assuming the company acquiring them is a public company then consider the looming weight of all those shares as restricted when they become available for conversion. I should also point out that at the end of this post, you are putting your foot in your mouth. 901c says a minimum of 60 days must be allowed before an offer can be approved if the transaction is going to involve rollover to securities of the buyer. THRR has indicated they want the offer approved far in advance of 60 days, indicating a legal tender buyout.

The suitor being unnamed makes it impossible for any shareholder to do any due diligence as to the suitor's ability to pay.

Again the offer was announced and THRR plans to release the buyer on monday. There IR/stock promoter whatever you want to call them has been right on target with everything and a conference is planned for next week to update shareholders.

There are promoters working this stock and have been hyping the announcement very aggressively. If .01 was guaranteed, why would promoters be needed to to try to jack the price of the stock to .01? Why pay a promoter a penny to try to get a stock to a price which is already guaranteed?

Why not? Business should continue as usual until the agreement is signed and sealed. They shouldn't just stop operations because they have a buyout offer. Their promoters have been paid to provide a service and they are doing it.

Since the company supposedly agreed to the terms of the deal already on the table, they have issued almost a BILLION SHARES of new stock and raised their A/S by 4 BILLION shares. Sorry, but a legitimate buyer would not stand for this. This effectively raises the price they would have to pay for the company by a substantial margin and would thus make any agreed upon deal null and void as well as substantially changes the terms of the original offer.

This entire statement is speculative. You don't know what the offer was in the first place. You are assuming its being adjusted after the fact. This could have already been planned BEFORE the agreement was announced and indeed if you look at the document I posted from the Delaware Secretary of State they diluted the stock on the day they announced the approval of the offer by the board (Post #13474).

The tape tells the tale. The stock is trading at .0012. If the deal were real, the mystery suitor's investment banker would be buying the stock to within 10 or 20% (.008 to .009) of the buyout price. The fact that is not happening, tells everyone that there is no deal worth .01 in cash for this stock or nothing even close to it.

A baseless assumption. They could be buying at a higher amount of the offer.

If there was indeed a tender offer, the whole mess is 100% illegal. Why? The company claims this will all be consummated by April the 10th. This proves that these bungling bozos have not consulted with securities attorneys to find out how a legal tender offer is even conducted.

Their recent PR stated a securities counsel would be on hand during the conference. That implies they are briefed on the matter.

This is 100% SCAM and here is why. It is all in violation of Rule 14e-1 and the Securities Exchange Act of 1934

Rule 14e-1 -- Unlawful Tender Offer Practices

As a means reasonably designed to prevent fraudulent, deceptive or manipulative acts or practices within the meaning of section 14(e) of the Act, no person who makes a tender offer shall:
Hold such tender offer open for less than twenty business days from the date such tender offer is first published or sent to security holders; provided, however, that if the tender offer involves a roll-up transaction as defined in Item 901(c) of Regulation S-K and the securities being offered are registered (or authorized to be registered) on Form S-4 or Form F-4, the offer shall not be open for less than sixty calendar days from the date the tender offer is first published or sent to security holders;

Increase or decrease the percentage of the class of securities being sought or the consideration offered or the dealer's soliciting fee to be given in a tender offer unless such tender offer remains open for at least ten business days from the date that notice of such increase or decrease is first published or sent or given to security holders.

www.law.uc.edu/CCL/34ActRls/rule14e-1.html

investorshub.advfn.com/boards/read_msg.aspx?message_id=47929113

Thank you for posting the securities law. Now lets elaborate on some things. The only thing 14-e1a means is that the BUYER cannot hold the offer open for less than 20 days. The target, in this case THRR can approve a tender offer before that and they have done so.

If they were going to use 901(c) it clearly states "Except as provided in paragraph (c)(2) or (c)(3) of this Item, roll-up transaction means a transaction involving the combination or reorganization of one or more partnerships, directly or indirectly, in which some or all of the investors in any of such partnerships will receive new securities, or securities in another entity."

That would mean the offer could stand for 60 calendar days for shareholders to reach a decision. Since the offer is expected to be concluded far in advance of that window, they are going for CASH (legal tender) and NOT an exchange of securities.

I also want to point out that a tender offer is NOT defined by law. It can be any combination of things and the SEC has the right to intervene (with the courts) if it meets some criteria of what is called the Wellman test.