So what was the actual price paid for this company? http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6112665On February 4, 2008, the Company entered into a letter of intent to acquire ABTTC, Inc. (“ABTTC”) for $7,750,000. ABTTC provides drug and alcohol rehabilitation services. It was intended that upon closing of the transaction, ABTTC would become a wholly owned subsidiary of the Company. Paul Howarth is a shareholder of ABTTC and has abstained from all negotiations related to the transactions and did not vote on the transaction. The Company issued 194,444 shares of common stock valued at $1,750,000, or $9.00 per share, to ABTTC as the initial payment for the acquisition. Paul Howarth received 30% of the shares of common stock. The fair value of the Company’s common stock was determined by using the closing market price of the Company’s common stock on the date of issuance. The remaining amount under the proposed acquisition was to be paid over the next 18 months from the date of close. On March 31, 2008, the Company terminated the pending transaction due to the desire to focus on the horse racing operations before expanding into other business segments. The initial payment of 194,444 shares of Company were non-recoverable and served as a break up fee in the event the Company did not close on the transaction without cause. The break up fee was based on ABTTC having received previous cash offers to be acquired and in exchange for ABTTC acting exclusively with the Company. In connection, with the termination the Company forfeited the common stock issued and recorded an expense of $1,750,000 during the six months ended June 30, 2008.
After further consideration, on June 25, 2008, the board of directors approved a binding Letter of Intent (“LOI”) to acquire ABTTC. The LOI contemplated consideration of 2.85 times gross revenue of ABTTC from August 2007 through July 2008 (estimated to be $4.8 million). On August 8, 2008, the Company closed on the ABTTC transaction. The compensation issued to ABTTC consists of 4,375,000 shares of common stock, 1,000,000 shares of Series B Preferred Stock and 10,075,000 Series C Convertible Preferred Stock. Management expects to record the transaction as a reverse acquisition, whereby, the net assets acquired of ABTTC will be reported at historical cost and the net assets of Forterus will be reported at fair value on the date of acquisition. Management is in the process of evaluating the fair value of consideration involved in the transaction.
The Company did not reverse the breakup fee recorded during the first quarter related to the initially ABTTC proposed acquisition. The Company determined that the two agreements were independent of each other and thus the expense was correctly reflected.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6112665 After further consideration, on June 25, 2008, the board of directors approved a binding Letter of Intent (“LOI”) to acquire ABTTC. The LOI contemplated consideration of 2.85 times gross revenue of ABTTC from August 2007 through July 2008 (estimated to be $4.8 million). On August 8, 2008, the Company closed on the ABTTC transaction. The compensation issued to ABTTC consists of 4,375,000 shares of common stock, 1,000,000 shares of Series B Preferred Stock and 10,075,000 Series C Convertible Preferred Stock. Management expects to record the transaction as a reverse acquisition, whereby, the net assets acquired of ABTTC will be reported at historical cost and the net assets of Forterus will be reported at fair value on the date of acquisition. Management is in the process of evaluating the fair value of consideration involved in the transaction.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=6260899 On June 25, 2008, Forterus entered into a binding Letter of Intent ("LOI") for the acquisition of all the outstanding stock of ABTTC, Inc. (“ABTTC”). The LOI contemplated consideration of 2.85 times gross revenue of ABTTC from August 2007 through July 2008 (estimated to be $4.8 million). On August 8, 2008, Forterus closed on the ABTTC transaction. The compensation issued to ABTTC consists of 4,375,000 shares of common stock, 1,000,000 shares of Series B Preferred Stock and 10,075,000 Series C Convertible Preferred Stock. Forterus and ABTTC will be collectively known as the “Company”. The purpose of the acquisition was to increase the Company’s operations.
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