Replies to post #4379 on KeyOn Communications Holdings, Inc. (fka KEYO)

[heidibrown]

As was already pointed out, you posted a FORWARD TRIANGULAR MERGER. But it is good to see you reading and researching!

[lesnshawn]

wilma: READ THIS - VERY SIMPLE AND CLEAR...

Reverse Triangular Merger

In a reverse triangular merger, a subsidiary of the acquirer(Keyon Communications, Inc.(NV)) is merged into the target(NantWorks, LLC), leaving the target(NantWorks, LLC) as the surviving entity and a subsidiary of the acquirer(KeyOn Communications Holdings, Inc.(DE-KEYO)) and eliminating any minority shareholders in the target(NantWorks, LLC). This structure allows the acquirer(KeyOn Communications Holdings, Inc.(DE-KEYO)) to shield itself from the target's(NantWorks, LLC) liabilities, as in the forward triangular merger, but with the added benefit that non-transferrable assets and contracts are not lost. For this reason, the reverse triangular merger is a commonly used structure. However, at least 80% of the consideration must be paid in voting common or preferred stock of the acquirer(KeyOn Communications HOLDINGS, Inc.(DE-KEYO)), eliminating some flexibility in the type of equity consideration paid relative to the forward triangular merger. Other characteristics of this structure are similar to those found in forward triangular mergers, including the "substantially all" and shareholder approval requirements.

That 80% deal there, wilma...The Good Doc owns it in BOTH NantWorks, LLC AND Keyon Communications Holdings, Inc.(DE-KEYO). :-)

Oh, but you're working on having him file a 13D/A telling us he sold all of his stake in KEYO. How's that going by the way?

lns