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TJG

11/17/12 10:51 AM

#26837 RE: Calrod #26835

Close, but the process works like this when your a public company. First you notify investors that you have submitted an LOI ( Letter of Intent) to acquire company A. You then due the DD on that company, which normally takes about 60 days. ( Now bare in mind a private company does not have to announce they are doing the LOI so 60 days is whacked off when comparing a known time line) After the LOI is completed and both sides agree that a merger is good they work out the final details of the deal and get their lawyers involved. This takes any where from 3 to 6 months. Depending on how many times each side wants to change their offer. After they agree to the deal they sign off on it and then begin the process of filing the needed SEC paper work.

In some cases the deal can be reached in principal, such as the case with Action Products and then they feel comfortable enough to say we are changing our name. Now this is important with our deal... Action products felt good enough about the deal that they changed their name to Corewafer Industries. Which had the deal fell thru would have left them with a name and not business to put in it. But note that the names of the two are completely different. Core Wafer System and Corewafer Industries. So if it had fallen thru they would not be confused. Case in point would be look up and see how many companys are named Allied something or another. So when they announced the deal was done it was indeed done in principal and they changed their name to tell the public that we are confident it will in the end be completed. The kicker is as a public company Action Products was obligated to inform the public of every step along the way. Where as when it happens with private companys all you read about is they have completed a deal...none of the negotiations and how long they talk about are ever made public.

It was and as we all know it took a long time to get it completed. And still with this Q filing we do not know the exact value of Core Wafer Systems. As a private company they have not had to divulge their worth. Also I wont even go into the complicated difference between what a private company can file for the govt when it does its quarterly report vs the in detailed scrutinized Q a public company has to file for the SEC.