JP..You are correct...That is what Gerald wanted to say in the interview. It is an acquisition... Who was it that spread the rumor that it was a spin off..After reading the 8-k from Avant, It is definitely an acquisition... What does Gerald want to do by adding a Ovarian cancer test to the AMBS DX sub that needs around 16 million dollars to place in trials etc for FDA approval..The dude is a high rolling gambler in my opinion...Please forgive me for being wrong in this proposed LOI of a Reverse Merger..You will not get Stock in both entities now that it is not a proposed spin off...Merge into...It is a reverse triangular merger.here is a link.. In other words, Amarantus Dx has given Avant the Lympro and MS Precise for 80 million shares of AVDX...imo
This is not good for AMBS shareholders..if it was a Spin Off of AMBS DX then the AMBS shareholders would get the same amount of shares in the AVDX subsidiary..If you believe and have patience, in the lympro and MS IP you need to buy AVDX shares if this proposed merger is finalized..Sorry people...Thanks for bringing this to our attention Jam and JP..It is an acquisition and not a spin off...imo
Amarantus Diagnostics, into Avant Diagnostics. Under the terms of the LOI, upon execution of definitive merger agreements, Avant shall issue to Amarantus 80 million shares of common stock of Avant Diagnostics, representing approximately 45% of Avant's post-merger common stock, and 10 million additional shares of common stock upon achievement of certain sales milestones. Amarantus shall have the right to appoint two directors to the Avant Board of Directors,
Reverse Triangular Merger
A reverse triangular merger (also called a reverse subsidiary merger) is an acquisition structure where one company acquires another company using a subsidiary of the acquiring company. In a reverse triangular merger, a merger subsidiary of the acquiring company merges with and into the target company, with the target company surviving the merger. The somewhat counterintuitive result is that the acquired company continues to exist as an entity, but as a wholly-owned subsidiary of the acquiring company. Thus, this structure produces the same result as if the acquiring company had purchased all shares of stock of the acquired company. The reverse triangular merger can be contrasted with the forward triangular merger in which the acquired company ceases to exist.
On January 19, 2016, Avant Diagnostics, Inc. (the "Company") issued a press release announcing it has entered into a non-binding Letter of Intent to merge into, Amarantus Diagnostics, Inc., a wholly-owned subsidiary of Amarantus Bioscience Holdings, Inc.
if this "to merge into" statement is accurate, then AMDX is not "spun out" after all
as AMDX is not up-listed, autonomous, self-trading, and is still under the roof of AMBS
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