I've read the SEC filings and the PRs.
What they are doing is a Texas three step.
First, PGPM (and Lariat) acquired IMVS. They don't want the old IMVS business, just the BB trading shell. So, in part what is happening is a move up from the pinks where PGPM is trading to the Over the Counter market. Since they don't want the prior business, they are selling that back to the original owners, for 30 million shares, which they will then cancel, reducing the number of outstanding IMVS shares.
Second, the way they acquired IMVS, allowing the move up in exchanges, was to divest most or all of the assets of PGPM and Lariat. They sold all the PGPM and Lariat leases to IMVS, in exchange for IMVS stock and convertible bonds. By the PGPM and Lariat ownership of the stock and convertible bonds, PGPM and Lariat took control of IMVS. So, the transaction is also a business combination. The "new" IMVS owns the former assets of both Lariat and PGPM. What benefit there will be from the combination is hard to say... without knowing more about the assets of PGPM and Lariat than I do.
Third, having sold the assets for stock and convertible bonds, it sounds like PGPM plans to do a "dividend" distribution of IMVS shares to stockholders in PGPM... the way it is written, it sounds like they are going to issue IMVS shares as replacements for PGPM shares, and "the declaration date and ratio of the distribution will be announced during the mid August 2008." Given there is a significant holding in IMVS convertible bonds, I'm guessing they will do a distribution of some portion of the IMVS shares obtained in the sale of the assets to shareholders, who will then end up owning both IMVS and PGPM shares, with PGPM's only real asset being IMVS's debt.
Other timing issues are spelled out: "Implantable Vision delivered written resignations and are to be effective upon the expiration of the 10-day period following the filing and delivery of an Information Statement required by SEC Rule 14f-1 and 20-day period for 14C which will include change of name, etc." So, IMVS will be changing its name to something oilier.
How good all of this is for PGPM shareholders will depend on a couple of things...
First, it will depend on whether or not PGPM becoming part of the "new" IMVS and having moved up to an exchange with a larger market will give shares additional value from the change of exchange. Typically, moving up market is good for greater investor exposure and improved stock values.
Second, it will depend on the relative value in distributions of shares to PGPM shareholders compared to the value in PGPM assets put into the combined companies. A first part of that is the ratio in consideration of the value of PGPM vs. Lariat contributions of assets to the "new" IMVS and the % ownership in "new" IMVS had in return. Part will also be "other" share distributions. If Lariat and PGPM put in 100% of the assets, but the shares and convertible bonds taken in exchange aren't a VERY large relative percentage of the new company, there could be some real transfer of value from PGPM/Lariat holders to "other" holders of IMVS. That makes the math in the SEC filings critical to pay attention to... as also timing in "the declaration date and ratio of the distribution (that) will be announced during the mid August 2008."
Third, the value to PGPM shareholders will be a function of whether or not the new combination with Lariat, and the move up in exchange, gets a more favorable valuation than the comparable value in PGPM shares did trading on the pinks, not purely because of the move up in exchange, but because of better asset awareness with more transparency in a reporting company. With Lariat being private, there isn't a transparent way to value their assets or shares now, or to see how the combination of companies might create recognition of additional values inherent in the combination. It may be reasonable to assume there is value in the effort to combine sufficient to make it worth doing, since they are doing it... ???
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