Black8, you are way over simplifying the conversion issue. The company benefits from the conversion as the debt is removed from the books, but the shareholders are truly shafted because their holdings get diluted severely, after the R/S has already taken place. Please don't play this off that the shareholders benefit because they don't. If they can sell their shares for 1% to 2% (of what they paid for them), after the R/S (provided they could sell them immediately the second after the R/S takes place), then they could take what ever losses that they have already incurred and sell, but that scenario is not likely to happen, and they can easily end up with .1% of what they paid for them. For many shareholders, there isn't enough left after the R/S and subsequent drop of the PPS to even pay the broker fee for the sale of the stock.
As you have said that you are not a shareholder, you can call this a great deal for all you want to because you have absolutely nothing to lose. Take the asset for example. Whether PWC makes the claim or you make the claim, that "highly promising" asset will have to be appraised by an independant auditing firm (not PWC because they have a vested interest in this deal as it will allow them to get paid for their services that NIR owes over a million and a half on), who will have to value the asset for its real worth, not the worth of $30+ Million because of the "FDA designation", in accordance with Generally Accepted Auditing Standards, or what ever governing rules apply.
Don't get me wrong, there could be a good deal in this, but shareholders need to look deeply into the LOI, at its terms and conditions, and at everything that is being promised, before they choose to let PWC and NIR Funds off the hook at shareholders expense by agreeing to the R/S and director changes (which will also have to be voted on) who will subsequently also decide who is going to do the day to day managing of the company.
Essentially, shareholders should avoid letting PWC steamroll them into making a bad decision, if it turns out to be a bad decision.
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