Replies to post #47342 on CBA Florida Inc. (fka CBAI)

[catchtoit]

There you go...merger and issuance of new shares. Less of them hopefully.

But can we still remain qualified to uplist if change symbols? Wasnt the point of reporting consistantly to the sec to uplist into the NYSE?

[necktoeye]

I'm with you on that DEW. WIN WIN WIN for CBAI, CCEL and the Industry.

Seems like 2 of the 3 are on board. We just need the final HUB to make it happen.

That would be the best move by both parties involved.

Shareholders and partners all win on that scenero.

Matt as the CEO of newly made entity. He has the Name recognition. I have to use it: Schissler effect.

His name carries much clout. Very well respected person in the Industry.

[locksflooring]

Looks like Matt knows of the CCELs boards troubles-BOOYAH --Portnoy takes Cryo-Cell proxy fight from the boardroom to the courthouse http://www.bizjournals.com/tampabay/stories/2007/12/03/story9.html
Premium content from Tampa Bay Business Journal - by Margie Manning
Date: Monday, December 3, 2007, 12:00am EST - Last Modified: Thursday, November 29, 2007, 10:31am EST Related:
Banking & Financial Services

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OLDSMAR -- A South Florida investor who waged a proxy fight for control of Cryo-Cell International Inc. has asked a judge to put his nominees for directors on the Cryo-Cell board.

David Portnoy said in a lawsuit filed in the Delaware Court of Chancery that Mercedes Walton, chairman and CEO of Cryo-Cell, and four board members engaged in an illegal vote-buying scheme designed to ensure the defeat of Portnoy's dissident slate of nominees during the company's annual meeting July 16.

Walton did not return a call for comment. Portnoy declined to comment on the suit.

A three-day trial was held Nov. 14-16 in the New Castle County division of the chancery court, which is considered the nation's preeminent forum for the determination of business disputes. The judge in the case, Vice Chancellor Leo Strine Jr., reserved a decision, pending the filing of post-trial briefs.

There are mixed results for four similar cases tracked by Sharkrepellent.net, a corporate governance research firm. At Brantley Capital Corp. (OTCBB: BBDC) and Massey Energy Co. (NYSE: MEE), dissidents won seats on the board following litigation, but at GA Financial Inc. and Openwave Systems Inc. (Nasdaq: OPWV) judges ruled in favor of management and against dissidents.

Shifting vote margins
Portnoy is president of the Bal Harbor-based investment banking and venture capital firm Focus Financial and one of the largest shareholders of Cryo-Cell (OTCBB: CCEL). He has long contended that the Oldsmar-based company that cryopreserves umbilical cord stem cells for family use has underperformed and held Walton responsible for that.

He led a group that controlled 1.5 million Cryo-Cell shares, or about 13 percent of the company's outstanding stock, when he announced plans to nominate his own slate of directors for election to the board.

Between March, when Portnoy announced his plans, and the shareholders meeting in July, the existing directors of Cryo-Cell engaged in what Portnoy's suit called a vote-buying scheme. Among the specifics cited in the suit:

Andrew Filipowski, a wealthy entrepreneur who controlled 731,250 Cryo-Cell shares and had been a critic of the Cryo-Cell board, was named to the board in May and in return agreed to vote his shares in favor of the management slate.
Saneron CCEL Therapeutics Inc., a Tampa-based biotech firm in which Cryo-Cell has a 38-percent ownership stake, said it would vote its 253,800 Cryo-Cell shares for the management slate after Walton agreed July 12 to Saneron's long-standing request to remove restrictions on its stock certificate.
Georgeson Inc., which was soliciting proxy votes on behalf of management, voted 29,750 Cryo-Cell shares owned by Duane Kime in favor of the management slate without Kime's authorization.
During the shareholders meeting, Filipowski contacted Apollo Capital Partners and agreed to buy Apollo's 323,617 shares for a 25 percent premium over market price in return for Apollo changing its already-cast vote for the Portnoy slate to the management slate.
Portnoy said his slate still held a 500,000 vote lead over the management slate when the annual meeting began, but when Walton closed the polls later that day, the management slate held a 600,000 vote lead over the Portnoy slate. A final report from IVS Associates Inc., the official election inspector, showed the management slate defeated the Portnoy slate by, at most, 673,477 votes.

Stocking up
In addition to the court challenge, Portnoy has kept up his financial interest in Cryo-Cell, buying more stock even as the price dropped dramatically in the weeks after the shareholder meeting. The stock was trading at $2.45 a share on July 13, the last business day before the shareholder meting, and fell as low as $1.20 a share on Monday.

Since Sept. 24, Portnoy or members of his investing group spent $25,710 to buy 16,922 shares at prices ranging from $1.29 to $1.65 a share. In that same time they've sold 5,102 shares at prices ranging from $1.60 to $1.75 a share for proceeds of $8,813, according to a Nov. 26 filing with the Securities and Exchange Commission.



Read more: Portnoy takes Cryo-Cell proxy fight from the boardroom to the courthouse | Tampa Bay Business Journal