Replies to post #30511 on Blue Diamond Ventures Inc (BLDV)

[EarnestDD]

As has been proven many times ... the old Perihelion (NYMH) plant reverted back to the City for failure to pay even the most basic of services.

so there is NO deal there for BLDV to have other than thru the City of Opp.

But you knew that already.

[balamidas]

magical words !!!HUGE FIND!!!

[stervc]

Quixopixs, with your BLDV findings...

Thanks for sharing your BLDV findings as they look very solid. It looks to be a either a "Triangular Merger" or a ”Reverse Triangular Merger” that is taking place here between BLDV, NYMH, and GCEH. I’m leaning more towards a ”Reverse Triangular Merger” just because of how the increase in the Authorized Shares (AS) has just happened. The confirmation of GCEH should further solidify any thoughts that could be negatively prematurely delivered to be delayed until further details are announced. IMHO

Observe below concerning a Reverse Triangular Merger:

In a reverse triangular merger, a subsidiary ("Sub") of the acquiring corporation ("Acquiring") merges into the target corporation ("Target"). Acquiring's Sub stock is converted into Target stock and the former Target shareholders receive the merger consideration in exchange for their Target stock. This form of acquisition is often desirable for regulatory or contractual reasons when it is important that no transfer of Target assets take place.





These transactions must also still qualify as A reorganizations, i.e., the merger must be a "statutory merger or consolidation" and the general reorganization requirements must be satisfied.

Target shareholders can receive Acquiring stock as long as:


Acquiring is in control of Sub immediately prior to the merger.

After the merger Target holds substantially all of its properties and substantially all of the properties of Sub (other than stock of Acquiring distributed in the merger).

In the merger, the former Target shareholders exchange Target stock constituting control of Target for voting stock of Acquiring.
Note the more restrictive requirements: Acquiring voting stock must be used to acquire control of Target. The escrowed and contingent stock rules of A reorganizations apply, but Acquiring voting stock must generally be used.

Target can transfer all or a part of its assets to a subsidiary controlled by Target and Acquiring can transfer its Target stock to a subsidiary controlled by Acquiring.

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Or, to better explain, these diagrams might be a little easier to follow. Pay particular attention to the arrows:



v/r
Sterling