TADF- this is what we know about the merger so far. These are excerpts from the December 8-K, detailing the merger agreement, and the 10-K released this past May.(sorry for the long post, please read all the way to bottom)
Quote:Pursuant to the terms of the LOI and subject to further negotiation, the Company agreed to acquire 100% of the equity interest of TAS such that following the transaction, TAS would become a wholly owned subsidiary of the Company. In exchange, the existing shareholders of TAS would be issued 45.75% of post-transaction issued and outstanding shares of the Company’s common stock. On December 10, 2010, the Company, its wholly owned subsidiary TAS Acquisition Corporation, a Nevada corporation (“TAS Sub”), and TAS entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, TAS will exchange 100% of their equity interest with TAS Sub in exchange for 25,197,795 shares of the Company’s Series A Preferred Stock (the “Preferred Shares”). The Preferred Shares are to be designated with the Nevada Secretary of State prior to the closing of the Merger Agreement, are convertible into a total of 2,519,779,500 shares of the Company’s common stock, par value $0.001 (the “Common Stock”) and maintain voting rights equal to the number of shares of Common Stock convertible thereunder.
Tac-Air will be receiving a little over 25M series A pref stock. Each preferred share is equal to 100 common shares. Tac-air's total ownership is roughly over 2.5B shares.
Quote:3.2 Capitalization . The authorized capital stock of the Parent consists of (a) 3,000,000,000 shares of common stock, par value $0.001 (the “ Parent Common Stock ”), of which 2,987,935,294 shares were issued and outstanding as of the date of this Agreement
So, tac-air will own 2.5B shares, and the current o/s above is over 2.9B. Lets dig a little further. Tac-air shares & 45.75% ownership: 2,519,779,500 ÷ 45.75% = 5,507,714,754 Outstanding shares post merger. Then Subtract tac-air shares from post merger O/S and you get the exact amount of the current O/S: 5,507,714,754 - 2,519,779,500 = 2,987,935,254. Current O/S as seen in Dec 8-K & 10-K from April:
Quote:which 2,987,935,294 shares were issued and outstanding as of the date of this Agreement (this is from Dec 8-K)
Quote:2,987,935,294 common shares outstanding, $0.001 par value, as of May 9, 2011 (this is from 10-K released this past may)
This is no Mathematical hocus pocus, these are actual figures from SEC filings. What does this tell us? that the merger is DONE. It can be announced at any moment now. But most likely some time after the A/S increase goes into effect on July 24th.
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