Replies to post #32934 on POW! Entertainment Inc. (fka POWN)

[dsouth]

Hi PIbecky, I have some thoughts on this and will be able to fully respond later tonight. Also POW! is not dissolving but merging and then forcing minority stake holders to be bought out- also known as a freeze out merger. Camsing is buying Pow! including all of its assets. Have you sent the lawyer the merger proposal camsing put out?

[dsouth]

PI Becky here are my thoughts for the lawyer. Obviously I am not a lawyer and I could be wrong about all of this so take it with a grain of salt. Before laying out what I think the lawyer should look into I am concerned that Involuntary Dissolution was even considered. Normally that is bad for all shareholders (including minority share holders). Why was this even brought up?

Things that lawyer should look into:

Here is the Camsing merger proposal: http://www.hkexnews.hk/listedco/listconews/sehk/2017/0505/LTN201705051454.pdf

Here is POWs SEC filing 15/A (Rule 12g-4(a)(1)):
https://www.sec.gov/Archives/edgar/data/1505892/000114420417014579/v461852_15-12ga.htm

Here is the Delaware state law on mergers:
http://delcode.delaware.gov/title8/c001/sc09/

FIRST - I believe POW! should have filed Rule13e-3 with the SEC. While POW! did file a form 15/A (Rule 12g-4(a)(1)) on March 14th 2017, the Camsing proposal fell within the 90 day wait period before it takes effect. Therefore, POW! may be in violation by not filing Rule13e-3.

SECOND - According the the merger proposal POW! is merging with another Delaware company called Merger Sub created by a subsidiary of Camsing. The latest effective date of this merger is June 30th 2017. According to Delaware law POW! needs to put out a notice to shareholders 20 days before the merger takes place. This did not happen. This allows for shareholders to ask for their appraisal rights. This is incredibly important for us because this is a freeze-out merger where Stan and Gil are getting options in the new company and no other shareholders are.

THIRD - As stated in the proposal, Camsing is buying POW and all of its IP (the question that the lawyer asked in your post).