I saw the volume fingerprint and it interested me because it was "Westinghouse" and because it was in the green arena. So I did some quick reading and I pretty much read thru the relevant filings with the SEC since they announced their intent to merrge with the Australian company (I think its called CBD; I noticed I failed to write its name down due to being in a hurry, LOL).
Anyway, what happened is that the NASDAQ delisted them for having too little overall value because of the fall in share price.
Several things transpired, including a proposed 8 to 1 reverse split that was to be voted on, but the NASDAQ notice of delisting changed that.
So, since then, the two companies continued to announce (and file with the SEC) several real money making deals, indicating that the two companies were still intent on merging. But now the problem was to raise the company's value so that it met the minimum required by the NASDAQ.
Again, a lot of filings happened, but generally, what they did was issue a bunch of convertible preferred that an accredited investor (Brio, I think), registered in the Caymens, bought up. It was one of those deals where the seller could do a "put" to draw on agreed upon purchases or the buyer could reverse the agreement and do a "call". That kind of deal.
Anyway, net/net, what ended up happening was probably prearranged & agreed upon because, as of the latest Edgar filings, the purchaser now has a 9.99% position in the common (remember, had they had 10%, they would be under SEC regs, which explains why its over at 9.99%).
The reduction in conversion price of the aquired shares is now .05. It started out something like .80 per converted share. Each iteration of the trudge towards the place we find ourselves at today was filed on, and the filings, each time, reduced the conversion price of the preferred shares that are out there at Brio (and whoever else has them).
Plainly put, it was a carefully managed multi-month plan to emerge from the trouble caused by the NASDAQ delisting, with the goal being to raise the company value to where it could again trade on the NASDAQ. Obviously, in order for the deal to get done, a sine qua non was that the combined company had to end up trading on the NASDAQ.
So, heres what I figure:
The deal is now going to go thru.
There will be a run as people realize this.
I have absolutely no idea of whether Brio will dump, but I doubt it because the deal is to have the Australian company be in the US market, listed on the NASDAQ under some as-yet-unannounced symbol.
If I read the older filings on this (between now and going back to May, 2012), then its the intention of everybody to again attain listing status on the NASDAQ. If this remains the plan, then I do not think Brio will be a dump artist here, even though their conversion to common is at .05. And part of this is obvious: they bought the preferred shares at $1000 per unit, and they hold those. Before major dumpage, these preferreds would need converting to their underlying commons, which has not yet happened.
Anyway, it looks to me like the 8 to 1 R/S is off the table for now because one of the filings (again, I was in too much of a hurry to take exhaustive notes) was a formal withdrawal of the 8 to 1 R/S plan.
My guess is that the reason the volume kicked today in is that big players have had their eye on this merger deal.
From a chart basis, it looks to be either the start of an ABC up or the right side of a cup-n-handle.
With the most recent filing, the merger looks like its about to happen. Whether this involves a RS or not remains to be seen, but again, the old plan was withdrawn.
The goal is to bring the price and the value of the company up so that the ticker of the new merged company can trade on the NASDAQ.
As such, at .058, this is one hell of a bargain, IMHO.
Hope that helps, and I'll fess up about it being likely that I messed up a detail or two. I was in a hurry to get my mind around it all before EOD, which I think I did.
If I'm right (even generally), then this puppy is really going to fly.
Sooner than later, too.
All IMHO.
Imperial Whazoo
AI
