I tried to post this this morning but can't seem to find it. Supposed I'm limited to one post per day there. Actually the site indicated it was posted but I can't find it on the THRR Board
Remember: You don’t WIN or LOSE until you SELL!
I'm beginning to beleive THE BASHERS are the BUYERS!
Ah Hello everybody
As far as the letter of intent and the offer to purchase all the shares is considered a mini-tender in the SEC
There is going to be a series of documents that are going to have to be filed with the SEC and approved by the SEC for a mini-tender to be executed.
Aaah at that point when we have a preliminary approval, we will send out a aah information statement under section 14 to all the shareholders of record street and beneficials outlining the terms of the tender offer and there will be aah a proxy aah on the matter and there’s going to have to be a certain percentage of shareholders in order for the transaction to move forward to agree to it.
Aaah all of those things are going to come out in the due diligence stage Aah which Mr. Rowell said would Aaah take about 20 days Ahm once we’ve poured through their financial statements Aah we get in contact with their legal counsel, we start discussing how the tender offer is going to take form.
After that there will be more, ah, news from the company Aah to the shareholders. Aah but as far as that, we are in the due diligence faze we are responding aah to the offeror and with these details, and when we have more news, we will put out a press release. That’s all.
Roger Rowell-Thank you so much for your attendance, and thanks for your support of Thresher Industries. I hope everyone has a good day. Bye
It looks as if this board is completely over run by bashers now. Why? If they have no interest in this stock and believe this is such a POS? Why are they so prevalent and so persistent here? Could it be they are compensated by folks shorting this stock? Perhaps they are shorting this stock themselves? Could they be paid professionals paid by the parties wanting to buy this company? Why do they push us to sell so hard?
IMO it looks to me that the type of offer has not yet been determined! “The offer is to purchase all the outstanding shares at one penny” A Tender Offer creates an environment that stops shorting in the final stage. I already own shares of THRR now. I figure I can wait 30 days to see if I get a guaranteed 3, 4, 5, 6, 7, 8, or maybe even better 10 bagger. I’ve certainly held longer on stocks with much worse prospects in the past and ended up winning!
Mini-Tender Offers: Tips for Investors Most investors welcome tender offers because they frequently provide a rare opportunity to sell securities at a premium above market price. But investors should know that not all tender offers are alike.
"Mini-tender" offers – tender offers for less than five percent of a company's stock – have been increasingly used to catch investors off guard. Many investors who hear about mini-tender offers surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers. But they later learn that they cannot withdraw from the offer and may end up selling their securities at below-market prices.
If you've been asked to tender your securities, find out first whether the offer is a mini-tender offer. And remember that mini-tender offers typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide. For example, when a bidder – the person or group of people behind the offer – makes a tender offer for more than five percent of the company's shares, all of the SEC's tender offer rules apply. These rules require bidders to:
Disclose important information about themselves; Disclose the terms of the offer; File their offering documents with the SEC; and Provide the target company and any competing bidders with information about the tender offer. The rules also give investors important protections, including the right to:
Change their minds and withdraw from the transaction while the offer remains open; Have their shares accepted on a "pro rata" basis (if the offer is for less than all of the company's outstanding shares and investors tender too many shares); and Be treated equally by the bidder. But none of the rules listed above applies to mini-tender offers.
Instead, the only rules that encompass mini-tender offers – Section 14(e) of the Securities Exchange Act and Regulation 14E – provide that bidders must:
Not engage in fraud or deceptive practices; Hold open tender offers for minimum time periods; and Make prompt payment to investors after the offer closes. Regulation 14E also requires the target company to state its position about the offer by recommending that investors accept or reject the offer. The company may also state that it remains neutral or takes no position. But because bidders in mini-tender offers don't have to notify the target, the target may not even know about the offer.
Investors need to scrutinize mini-tender offers carefully. Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price. Others make mini-tender offers at a premium – betting that the market price will rise before the offer closes and then extending the offer until it does or improperly canceling if it doesn't.
With most mini-tender offers, investors typically feel pressured to tender their shares quickly without having solid information about the offer or the people behind it. And they've been shocked to learn that they generally cannot withdraw from mini-tender offers.
Here are the steps you should take if you are asked to sell your stock, bonds, limited partnership interests, or other securities through a mini-tender offer:
Find out whether the offer is a mini-tender offer. Most bidders won't use the term "mini-tender offer to describe their offer to buy your shares. Instead, they may call it a "Solicitation to Purchase Shares of XYZ Corporation." Ask the bidder – or your broker – what percentage of the company the bidder seeks to purchase. If the answer is less than five percent, you're dealing with a mini-tender offer, and you should proceed with caution.
Get a copy of the offering document. And be sure to read the disclosure carefully. Do not make an investment decision until you see the disclosure about the offer.
Determine whether the bidder has adequate financing. Some bidders make mini-tender offers because they can do so at virtually no cost. These individuals often do not have the financing necessary to purchase the shares in the offer. Before you surrender your securities in a mini-tender offer, ask tough questions – and demand answers – about the bidder's ability to pay once the offer closes.
Identify the current market price for your securities. For stock, you can easily get price information in many newspapers, on-line, or from your broker or investment adviser. For bonds and limited partnerships, you may need to talk with your broker or investment adviser because these prices may be hard to find. For limited partnerships, contact the general partner to get a list of firms that buy and sell the limited partnership, or ask your broker or investment adviser.
Find out the "final" tender offer price after all deductions are taken. In some tender offers, you may get a lower price because deductions are taken from the tender offer price for dividend payments. Also, some bidders in mini-tender offers fail to disclose clearly that certain fees or expenses may also be deducted from the offer price.
Ask when you'll be paid for the shares you tender. Bidders in mini-tender offers sometimes fail to provide prompt payment, sometimes delaying for weeks or months. Before you tender your shares, be sure to find out when the bidder will pay you for your shares.
Consult with your broker or other financial adviser. Make sure you understand the terms of the tender offer before tendering your shares. Ask for any additional written information that may be available.
If you want to sell your shares, determine where you can get your best price. Check all your alternatives for selling your securities. For instance, compare how much you will receive if you sell through your broker versus the tender offer.
Remember that once you agree to a mini-tender offer, you are probably locked in. If the tender offer is for less than five percent of the company's stock, exercise extreme caution. Unlike other tender offers, you generally cannot change your mind after you have tendered your shares in a mini-tender offer, even if the offer hasn't yet closed. In addition, the bidder can extend the tender offer without giving you the right to withdraw your shares. And in the meantime, you've lost control over the securities you tendered. If you've run into trouble with a mini-tender offer, act promptly. By law, you only have a limited time to take legal action.
Contact the SEC's Office of Investor Education and Advocacy for help. You can send us your complaint using our online complaint form. Or you can reach us as follows:
U.S. Securities & Exchange Commission Office of Investor Education and Advocacy 100 F Street, NE Washington, D.C. 20549-0213 Fax: (202) 772-9295
Thresher Industries conference call. March 24, 2010 Transcription of Conference Call with Thresher Industries Source: http://75.145.22.108/dl/thrr.gsm
Roger Rowell Voice: Luke are you on the call?
Luke: Hi, I just joined in.
Okay-now we’re ready to get started. My name is Roger Rowell, I’m the Chief Financial Officer for Thresher Industries. Also on the phone is our legal counsel, Luke Zouvas.
This call today is for myself and counsel to clarify the letter of intent that Thresher Industries received on March, 10, 2010. First let me start by saying thank you to all our shareholders and interested parties for your support of Thresher Industries. We have been working very hard for you for the past five years and appreciate all of your support we have received from past and present investors. These are very exciting times for us as we begin new projects and continue with current ones like the material testings with our partner Cal Poly. The results of these tests will further our goals to be a leading material and manufacturing company. Now, Thresher has approved the letter of intent, however there are several hurdles that have to occur for the offer to be executed, counsel will elaborate further during their discussion. The letter of intent details are as follows: The offer is to purchase all the outstanding shares at one penny. Offer is subject to full due diligence by offeror. Offer is non-binding until all parties agree to all terms and conditions and upon signing formal documents on the closing date. Closing date will be April 30, 2010, after which letter of intent will be null and void.
Then we further received details from the offeror which state the offer is to buy 100% of the issued and outstanding shares and is to be considered a mini-tender offer. The due diligence should take no longer than 20 days. The required documents would be a minimum of all filings and financial statements as per the OTC disclosure. The closing date is dependent upon completion of the due diligence. Now Luke Zouvas will give us legal meaning of this offer and its terms and conditions.
Roger Rowell: Luke?
Luke Zouvas : Ah Hello everybody
As far as the letter of intent and the offer to purchase all the shares is considered a mini-tender in the SEC
There is going to be a series of documents that are going to have to be filed with the SEC and approved by the SEC for a mini-tender to be executed.
Aaah at that point when we have a preliminary approval, we will send out a aah information statement under section 14 to all the shareholders of record street and beneficials outlining the terms of the tender offer and there will be aah a proxy aah on the matter and there’s going to have to be a certain percentage of shareholders in order for the transaction to move forward to agree to it.
Aaah all of those things are going to come out in the due diligence stage Aah which Mr. Rowell said would Aaah take about 20 days Ahm once we’ve poured through their financial statements Aah we get in contact with their legal counsel, we start discussing how the tender offer is going to take form.
After that there will be more, ah, news from the company Aah to the shareholders. Aah but as far as that, we are in the due diligence faze we are responding aah to the offeror and with these details, and when we have more news, we will put out a press release. That’s all.
Roger Rowell-Thank you so much for your attendance, and thanks for your support of Thresher Industries. I hope everyone has a good day. Bye
Ryan, I just started looking at GOIG today, can you help me out with my DD. What are we looking at for revenues. How will the go800 company be profitable?
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