posted
Back from the resevoir...Looking good here on sequence of trading for referance..Ad other thread -.10 thread for research and it will be another piece to the puzzle..
We can go back thru PR reactions, perceptions of traders, known and unknown info based on speculation and internet discourse..
Compare Charts with events of stocks of similar comparison...Compare attitude and quality of posters..
Many of you are thinking the same as me..Lets find the next one, and maximize our profits by concidering a longer hold, as well as swing positions..Plenty to work on..Lets try and get it right..
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Conversion Solutions, Inc. Addresses The Shareholders Wednesday July 19, 4:14 pm ET
KENNESAW, Ga., July 19 /PRNewswire-FirstCall/ -- Conversion Solutions, Inc. (OTC Pink Sheets: CVSU.PK - News), (OTC Bulletin Board: FHAL - News), a Delaware Corporation.
First of all we would like to welcome the FHAL shareholder base (new and old) to the CVSU family of corporations. As we proceed forward and as contact numbers are released to the public of CVSU department heads, please feel free to contact our officers with any questions that you may have; to include employment opportunities. This is a very exciting venture and the best place to be in any successful situation is always the on-set.
We would also like to thank the CVSU shareholder base; our success is because of every single one of you. We have received a lot of calls concerning the merger details filed in the 8-k with the SEC. The main question is always concerning Section 2.6, AVERAGE CLOSING PRICE ADJUSTMENT. Hopefully the following breakdown will suffice;
The FrontHall Group, Inc. (OTC Bulletin Board: FHAL - News) acquired Conversion Solutions, Inc. (OTC Pink Sheets: CVSU.PK - News) through a merger agreement (reorganization).
The merger agreement filed in the form of an 8-K with the Security Exchange Commission (SEC).
The share conversion upon the 10KSB filing (Audited Financial) will be a 1 for 1 ration. Each shareholder of CVSU will receive one share of FHAL.
Upon the S-4 registration of the CVSU shares received through the merger agreement, the company will have 3 options at hand.
1.) If the Market Closing Price on the Completion date exceeds $15.00 (Fifteen) USD the Surviving Holdings Corporation (OTC Bulletin Board: CVSU - News) may option to maintain that days Market Closing Price.
2.) To pay each shareholder that options out an amount in cash equal to $15.00 minus the Actual Average Closing Price.
3.) Set the Average Closing Price at $15.00 and pays no additional consideration to any shareholders.
About Conversion Solutions, Inc
CVSU is a diversified holdings corporation, which was formed to originate, fund and source funding for asset-based transactions in the private market. CVSU's main service will be to acquire, fund and provide insurance to target companies in the currently underserved $15,000,000 to $100,000,000 asset finance market. Our funding will enable our businesses to compete more effectively, improve operations and increase value. CVSU is headquartered in Kennesaw, Georgia, a suburb of Atlanta. For more information, please visit us at www.cvsu.us.
Current Joint Venture Corporations American International Smart Structure Brittenum Brothers Entertainment, Inc. Rocky Road Records, Inc. Seko Management Inc. Consolidated Mastering, Inc.
Current wholly owned CVSU Subsidiaries Tserof Holdings Inc CVSU Coffee Shop Equine Solutions, Inc Stargate Productions, Inc.
Current Waatle Merger Subsidiaries Live Mortgage Free Federal Chamber of Commerce Center State Beverage LotteryFever InfinityOne, Inc Amruss Group, LLC LoanShoppers.com
-------------------------------------------------------------------------------- Source: Conversion Solutions, Inc.
posted
I believe all shareholders become CVSU shareholders prior to the 3 option section of 2.6, then a name and symbol change. That's my interpretation...could be wrong.
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posted
CVSU is merging under FHAL.OB All CVSU shareholders will recieve 1 for 1 share exchange of CVSU shares for FHAL shares upon completion of merger?
I like how Audited sits in there as if planned.
Got to admit it looks pretty.
Basically, FHAL will issue some shares to CVSU holders is how I see it.
Now, I'll have to go check the 8K to try and match this.
I'm sure Dusty prolly has a good explanation. I wonder if he's around?
The way I understand is, the shares of current shareholders of CVSU (private shareholders) is worth $15. FHAL is worth $1.40. on the 28th, FHAL might be worth $3.5 or say $7. the private shareholders would receive one FHAL share + $7 differential. This way, current CVSU shareholders do not lose anything. crrent FHAL shareholders become shareholders of a larger company, CVSU. this is what is my understanding of the entire scenario. from what I understand, nobody is going to take my $1.46 share on the 28th, and give me differential between $15 and my shares value on the 28th. am I very happy with that, heck yes. my shares bought at 0.14 have come a long way. IMO we are atleast reaching $7 and thats a 1500% increase of my investment
-------------------- All my posts are based on my own opinions and not to be taken as buy/sell recommendations.
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posted
Thanks ruskin...after i read more into the 8K... I am seeing it...first they merge..."then we are CVSU"..then after the merger...we "get" the difference"
The PR stated that CSVU share holders got the difference...that is where I got confused...
still lookin' for the loop whole though...lookin' forward to your thoughts Dustoff....
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!
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quote:Originally posted by Peaser: Possible "loophole" for 10 of confusion:
Who currently owns CVSU(The Company) shares and what is the actual value of these shares?
Who will gain the most from this merger?
Throw somethin' at me if I missed sumpum in the 8K.
that is another concern...this CSVU...doesn' trade...will CSVU merge with FHAL and come out as CSVU and be able to "trade"? or will FHAL be swollowed and not even traded? So "i may own shares in CSVU" but who cares...because I can't even trade them anyways...?
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!
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quote:Originally posted by Peaser: Possible "loophole" for 10 of confusion:
Who currently owns CVSU(The Company) shares and what is the actual value of these shares?
Who will gain the most from this merger?
Throw somethin' at me if I missed sumpum in the 8K.
Please note that "Company" refers to CVSU and "Buyer" refers to FHAL.
After the Effective Time, each holder of Company Shares issued and outstanding at the Effective Time (other than any of such shares held by the Buyer or any Affiliate thereof or canceled pursuant to Section 2.2(c) or (d) shall surrender the certificate or certificates representing such shares to the Exchange Agent and upon surrender thereof and completion of all required allocation procedures contained in this ARTICLE II receive in exchange therefore the number of shares of the Buyer's Stock to which such holder is entitled hereunder. The Surviving Holdings Company, or the Exchange Agent, as applicable, shall not be obligated to deliver any of such payments in stock until such holder surrenders the certificate(s) representing such holder's Company Shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither the Buyer nor the Exchange Agent shall be liable to any holder of Company Shares for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property Law.
posted
The product: Salvaged logs from rivers and tributaries of the Amazon..
Hardwoods that have great value... A mechanism for recovery and transport..
This alone is a very good high stakes venture, as ventures go...Don't have to have a rock in Science to understand the buisness..It is not High tech..
Looking for other companies doing or proposing same, which are already established and far less in contrariety may be wise..
I get a sense of sophistication of intent...Intent to sell stock...Raising funds by CVSU? The buying up of the float, by the company? The "Audit"? Filing with the SEC, is no expedition into Graffiti..There are penalties... Pumping machines in High gear accross the net.. We also have to take into consideration the gambling habits of many differant groups.. Hong Kong loves to gamble..As do far to many Americans...We have to admit to ourselves that this stock can be intoxicating when running..
A high with Victory! A low with defeat... The Human elements run high in this stock, making discipline difficult at best..
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posted
Peaser...perhaps that is referring to the "buy backs" that "Rufus" is doing now...those will not be included in the share difference...
i think that it is the actual "buying back" of shares that he is doing that is really making this go up...less shares, more demand...higher PPS...I will probably be out before the merger...but I want to understand all of it...for learning...and future..
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!
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posted
glass, exactly, look above a few. The SEC filings could be a sledge hammer in court..Very confusing to the average person if not even the pro's.
So,, the obvious thought is, would they take such a chance?
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posted
OK..theory...Rufus "said" no r/s..but according to the 8K he has that option...
What is stopping him from buying up a large portion of the float right now..and then doing a r/s to get the PPS up to the near $15?
From the 8k
Paragraph (c)
2.3 MERGER CONSIDERATION.
(a) Subject to Sections 2.2, 2.4, 2.5, 2.6 and 2.8 , at the Effective Time, the holders of Company Shares outstanding at the Effective Time, other than the Buyer and its Affiliates, shall be entitled to receive, and the Buyer shall issue and deliver, for each Company Share held by such Person: (i) 1.0 share of the Buyer's stock or
(b) No fractional shares of the Buyer's Stock shall be issued or delivered in connection with the Merger. Instead, the number of shares of the Buyer's Stock to which a holder of the Company Shares is entitled to receive pursuant to this Article II shall be rounded to the nearest whole share (with 0.5 share rounded up to the nearest whole share).
(c) In the event the Buyer changes the number of shares of the Buyer's Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend or other distribution payable in Buyer's Stock or securities convertible into Buyer's Stock or similar recapitalization with respect to such stock or effects a reclassification, combination or other change with respect to Buyer's Stock (each a "Stock Adjustment" ) and the record date therefore (in the case of a stock dividend) or the effective date thereof (in the case of a stock split or similar recapitalization, reclassification or combination for which a record date is not established) shall be prior to the Effective Time.
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!
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In the event that the Actual Average Closing Price is less than $15.00, the Surviving Holdings Company shall deliver written notice to the Company no later than the second (2 nd ) Business Day preceding the Closing Date pursuant to which the Surviving Holdings Company shall elect, in its sole discretion, to: (a) maintain the Average Closing Price at a price equal to the Actual Average Closing Price; (b) set the Average Closing Price at $15.00 and pay the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ) an amount in cash equal to $15.00 minus the Actual Average Closing Price per share of Buyer's Stock to be received by such holders of Company Shares; or (c) set the Average Closing Price at $15.00 and pay no additional consideration to the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ). In the event that the Buyer elects option (c) described above, the Company may terminate this Agreement by providing the Buyer written notice of termination no later than one (1) Business Day prior to the Closing Date.
Could this rule out a R/S possibly, or possibly rule out the deal entirely?
Or it could mean a R/S for a higher value than $15.00 to make the deal look attractive, thus the company would not re-nig.
quote:Originally posted by Newbie7: But is this the reason that Rufus would want to buybsck as much shares as possible to push the price as close to $15 as possible?
That way he won't have to pay CSVU the premium for their shares.
Right..buy back...moves the PPS up..then do a r/s...and bingo...awfully close to the $15.00...ARGH!!!!
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!
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posted
From the under a dime thread, Peaser, Dust see if you agree or not if you have a minute:
Ok, I think I finally got this figured out - this is all C/P from the 8K:
THIS MERGER AGREEMENT (this "Agreement" ), dated as of the 8th day of July, 2006, is by and among:
FRONTHAUL GROUP INC., a Delaware corporation (the "Buyer" ); and
Conversion Solutions, Inc., a Delaware corporation and a holding company (the "Company" ).
FHAL and CVSU intend to file an S-4 registration statement / prospectus in connection with the proposed Merger for the registration of the CVSU share pursuant to the Merger agreement.
2.2 COMPANY SHARES.
(a) Each share of the Company's capital stock (the " Company Shares " ), par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holders thereof, be canceled and converted at the Effective Time into the right to receive the Merger Consideration (as defined below) in accordance with this ARTICLE II.
(b) Each Company Share , by virtue of the Merger and without any action on the part of the holder thereof, shall at the Effective Time no longer be outstanding, shall be canceled and retired and shall cease to exist, and each holder of certificates representing any such Company Shares shall thereafter cease to have any rights with respect to such shares, except for the right to receive the Merger Consideration.
(c) Notwithstanding anything contained in this Section 2.2 to the contrary, any Company Shares held in the treasury of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof, and no payment shall be made with respect thereto.
(d) From and after the Effective Time of the Merger, there shall be no transfers on the stock transfer books of the Surviving Holding Company of Company Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing Company Shares are presented to the Surviving Holding Company, they shall be canceled, and exchanged for the Merger Consideration as provided for herein.
2.3 MERGER CONSIDERATION.
(a) Subject to Sections 2.2, 2.4, 2.5, 2.6 and 2.8 , at the Effective Time, the holders of Company Shares outstanding at the Effective Time, other than the Buyer and its Affiliates, shall be entitled to receive, and the Buyer shall issue and deliver, for each Company Share held by such Person: (i) 1.0 share of the Buyer's stock or
(b) No fractional shares of the Buyer's Stock shall be issued or delivered in connection with the Merger. Instead, the number of shares of the Buyer's Stock to which a holder of the Company Shares is entitled to receive pursuant to this Article II shall be rounded to the nearest whole share (with 0.5 share rounded up to the nearest whole share).
(c) In the event the Buyer changes the number of shares of the Buyer's Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock dividend or other distribution payable in Buyer's Stock or securities convertible into Buyer's Stock or similar recapitalization with respect to such stock or effects a reclassification, combination or other change with respect to Buyer's Stock (each a "Stock Adjustment" ) and the record date therefore (in the case of a stock dividend) or the effective date thereof (in the case of a stock split or similar recapitalization, reclassification or combination for which a record date is not established) shall be prior to the Effective Time.
quote:Originally posted by Livinonklendathu: 10, you stealing my material?
..LOL,..trying to take all info...from threads and 8k and combine...comin' up with what you are thinking as well... Also peaser...
ARTICLE IX
TERMINATION
9.1 TERMINATION. The obligations of the parties hereunder may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date:
Looks like there is no time frame to cancel any of it...
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!
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