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alj14

09/12/09 12:34 PM

#17662 RE: GIBBER #17654

Gibber,

Well-reasoned. well-argued post. Your hypothesis for the new share structure makes good sense.

alj
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balihi

09/12/09 12:37 PM

#17665 RE: GIBBER #17654

My first post here,I think you are missing something,its not the voting power that is necessary,its the ownership....Question: How do I certify my company as a Service-Disabled Veteran-Owned Small Business (SDVOSB)?

Answer: To begin this process, the majority shareholder (must own not less than 51% of the company, the management and daily business operations of which are controlled by one or more service-disabled veterans
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100lbStriper

09/12/09 12:41 PM

#17667 RE: GIBBER #17654

I like the way you are thinking and time will tell. Eventually at some point we will get to see what our share structure looks like and then can come up with an accurate assessment of where we are at on this issue.
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dale1953

09/12/09 1:14 PM

#17672 RE: GIBBER #17654

Gibber, thanks for the reply and I hope you are right.I saw quite a few posts yesterday saying the TA was giving the A/S as over a billion and I figured that this is what they moved it to. This does seem like a great company and I am looking forward to the next few months. GLTY
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stayfocused

09/12/09 1:37 PM

#17674 RE: GIBBER #17654

I can't agree with your statement when looking at the pr below:- "First it does not say they are increasing the O/S"

It was posted here a while back that it took 68m for the first 40% so I presume that it will take another 68m to complete the second 40%, that will mean a potential increase overall of 136m shares from an original 589m, a 22% (approx) increase. How is that not going to increase the O/S and affect the pps/eps/market cap? Although the shares will very quickly become accretive (contracts/revenues permitting) the O/S will increase and it's disingenuous to suggest otherwise IMO. How they are going to sort the 51% ownership problem is something I can't work out as preferreds aren't in the deal as I understand it. (you yourself suggested that earlier I think)

NEW YORK, NY--(Marketwire - 09/11/09) - Evermedia Group, Inc. (Pinksheets:EVRM - News) is pleased to announce that it has completed an agreement to acquire a majority interest in the San Antonio, TX based defense contractor, System Technology Solutions, Inc. (STS). Currently, the Evermedia Group owns 80% of STS through its parent company and will now control two operating subsidiaries. The deal was financed primarily with common stock, requiring Evermedia to increase its authorized shares to finance the purchase.
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stervc

09/12/09 2:08 PM

#17682 RE: GIBBER #17654

GIBBER & ALL, check out these examples...

I truly understand what you are referring to. I think the previous EVRM PR went over the heads of your average investor or at least mine. Again, here’s what the PR specifically stated…

http://finance.yahoo.com/news/The-Evermedia-Group-Acquires-iw-2337243742.html?x=0&.v=1
…The deal was financed primarily with common stock, requiring Evermedia to increase its authorized shares to finance the purchase. …


Notice that it was ”NOT” mentioned that they were increasing their Outstanding Shares (OS) or their Float in that PR. That is very subliminal in telling us that this will not dilute our EVRM valuation in my opinion. This means that they could be creating a new class of shares that should fall under the category of Class C (or D) shares. I didn’t understand it at first, but I do better understand after doing a few Google searches to further educate myself about common shares and how the “Big Boys” do it on the higher exchanges.

It appears that they will create a certain class of shares that the issuing of those shares will have no effect on the OS and Float, but will have an effect on the Authorized Shares (AS). This keeps the OS intact to not distort the future valuation for EVRM.

Look at this PR below from NYSE:V as an example to show how the Class C shares will have no affect on the OS:

http://www.highbeam.com/doc/1G1-199394200.html
Visa Inc. (NYSE:V) … …The release of the class C shares does not increase the number of outstanding shares of the Company and there is no dilutive effect to the outstanding share count from these transactions. …


Here’s another example with Vishay Intertechnology, Inc. (NYSE: VSH) that reflects how Class C shares could be used…

http://ir.vishay.com/phoenix.zhtml?c=113888&p=irol-newsArticle&t=Regular&id=830476&
…As previously disclosed, each share of Class C common stock would have terms identical to a share of Vishay's currently traded common stock (which would be renamed "Class A" common stock)…

Here’s another link below that further explains a Class C and Class D type of shares that some of the terms could actually apply to our situation here with EVRM:
http://haroldaucoincga.com/Commshrs.html

From what I have researched, you can designate whatever control of power to your Class C or Class D shares as you deem necessary to make fit for your situation. Interesting thoughts.

v/r
Sterling