posted
Livon... the way that is sounds...although this was my concern also...but...
First the merger...FHAL will "join" CVSU and in that merger CVSU share holders will get 1 of FHAL's stock for each of their curent CVSU..and then all stock will be "turned" into CVSU shares...and the "company" and new stock will be called...and traded under CVSU...(old CSVU share holders now have 2 stocks and the old FHAL share holders only have 1 stock of the "new" CSVU)
if on the first closing day of the new stock (we are all now share holders of CSVU...FHAL no longer is) the stock does not close at 15..."we" CSVU shareholders get the difference...
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
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posted
"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"
Directly from PR, notice how before the 3 options it says CVSU.ob, this tells me it is post merger (old CVSU + FHAL) that options apply towards..as far as r/s question, directly from Rufus himself "no r/s"
Posts: 559 | From: MN | Registered: Apr 2006
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posted
Another thing that Ben said to me today was they are trying to buy ALL the float. Not some, but all. Which he then stated will be explained in a PR about the share BUYBACK. Not today's PR. This is what he said, so TIFWIW.
quote:Originally posted by 10of13: Peaser, Tex..Dust...anyone...
OK...this statement is "confusing"
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
I am in FHAL...not CVSU...ONLY CVSU share holders will reicieve one share of FHAL for each of the CVSU that they hold? I get nothin'?
Looking at it now--so far? I *still* don't see what the "deal" is...
Tex..this is now my take...
First the merger...FHAL will "join" CVSU and in that merger CVSU share holders will get 1 of FHAL's stock for each of their curent CVSU..and then all stock will be "turned" into CVSU shares...and the "company" and new stock will be called...and traded under CVSU...(old CSVU share holders now have 2 stocks and the old FHAL share holders only have 1 stock of the "new" CSVU)
if on the first closing day of the new stock (we are all now share holders of CSVU...FHAL no longer is) the stock does not close at 15..."we" CSVU shareholders get the difference...
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
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quote:Originally posted by Livinonklendathu: 10, it's ten calendar days, yes?
Yes...
Given to the National Association of Securities Dealers, Inc., no later than 10 [calendar] days prior to the record date involved or, in case of a rights subscription or other offering if such 10 [calendar] days advance notice is not practical, on or before the record date and in no event later than the effective date of the registration statement to which the offering relates, and such notice includes:
Now the question is..does the 14 days go from the 8th of July or the 12th? the 8k was filed on the 12th and the "agreement" was signed on the 8th...(i Think)...so the Filing said 14 days for the merger...but i am not sure from what date...
and we still have this...
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! Posts: 8890 | Registered: Jan 2006
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posted
And it seems that doing a R/S wouldn't really benefit them since the pps will more less drop as much as Rufus splits, which is not what Rufus would want. It makes much more sense to buyback as much shares as possible to put a squeeze on supply.
$4 at 65 mil is still much better than paying $11 difference at 45 mil.
Posts: 233 | Registered: Sep 2005
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posted
10, I could not have said it better, well explained and that is exactly how I see it, once again in today PR using cvsu.ob is obviously including both the old CVSU and FHAL shareholders. Once again very well written
Posts: 559 | From: MN | Registered: Apr 2006
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posted
Hey Tex, I'm not sure if your the Moderator of either of these FHAL boards, but can we somehow move all the info and posts from the under .10 board to this one? Thanks
posted
Ok, this will take us all night to go over and we can't do that.
There are a couple of things we see.
First look in the definitions for the declaration of the average share price. FHAL is used over 20 days as defined there.
We may have missed it but we see no definition of a closing date other than sometime after audited financials and determined by parties sometime after.
If they alter the shares of FHAL it looks like the "company" then could chose to walk with no penalty. In fact we see little if any penalties in there.
If they buy all the float...you shareholders can't file a class action against the merger.
-------------------- - "Pay it Forward" Posts: 1524 | Registered: Jun 2006
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quote:Originally posted by Newbie7: And it seems that doing a R/S wouldn't really benefit them since the pps will more less drop as much as Rufus splits, which is not what Rufus would want. It makes much more sense to buyback as much shares as possible to put a squeeze on supply.
$4 at 65 mil is still much better than paying $11 difference at 45 mil.
This sounds like the ticket.
-------------------- - "Pay it Forward" Posts: 1524 | Registered: Jun 2006
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This sounds like a real good stock to buy tomorrow. What would be a good price?
BB
Have you traded before?
If not, try paper trading for 6 months at least to get your feet wet, or else you may lose your shirt. There is much to learn, and paper trading and observing stock movement over time is the best way to do it. I am speaking from experience.
I lost my shirt, then gained it all back. Most folks just give up, but I've never been a quitter in my life and I wasn't gonna start here.
You will not get any buy recomendations here.
-------------------- Buy Low. Sell High. Posts: 10754 | From: The Land Of The Giants | Registered: Feb 2005
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quote:Originally posted by mnvestor: "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"
Directly from PR, notice how before the 3 options it says CVSU.ob, this tells me it is post merger (old CVSU + FHAL) that options apply towards..as far as r/s question, directly from Rufus himself "no r/s"
The 2 paragraph's in the PR prior to the ones in your post:
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.
Now, this to me sounds like the shares they are referring to are the now existing CVSU shares that they will receive as of the merger.
A question:
The S4 they will file, does it have to contain all "merger shares" (existing FHAL and CVSU) or can they just register the existing CVSU shares that are received from the merger? That to me is a key of this deal.
-------------------- ......in Psychiatry circles it's known as a "warning sign" Posts: 1736 | From: Saint Louis | Registered: Jul 2005
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quote:Originally posted by 10of13: cassity...I don't think they move threads...you could just put a link...
Aren't you the one that Rufus told..over the phone that the merger was complete? or the purchase of..something like that..?
Yes, I was refering to one of your questions. You asked me to ask him how things with the merger are going. As soon as I asked he said,"The merger is a done deal, all that's left to do is file our 10k..." He made it crystal clear it was complete and 15 days from the filing of the 8k we would change to a new ticker(CVSU). Just what he told me.
quote:Originally posted by cassity: Today when I called Ben I specifically asked him if this applied to FHAL, he said yes. Otherwise I would have sold everything I have.
And he knows that. We are trying to verify this deal so people don't get screwed. Something is not adding up and we are going to find it.
-------------------- ......in Psychiatry circles it's known as a "warning sign" Posts: 1736 | From: Saint Louis | Registered: Jul 2005
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posted
You readers believe you can buy some shares of FHAL today for 1.20 per share and after this so called merger, your shares will be worth 15.00 per share?
quote:Originally posted by cassity: Today when I called Ben I specifically asked him if this applied to FHAL, he said yes. Otherwise I would have sold everything I have.
And he knows that. We are trying to verify this deal so people don't get screwed. Something is not adding up and we are going to find it.
I hope he does, because I don't want to get screwed! I'm just posting what he said.
quote:Originally posted by Purl Gurl: You readers believe you can buy some shares of FHAL today for 1.20 per share and after this so called merger, your shares will be worth 15.00 per share?
* rolls her eyes *
Purl Gurl
Nope, just playing where the momentum lays.
-------------------- Buy Low. Sell High. Posts: 10754 | From: The Land Of The Giants | Registered: Feb 2005
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posted
You readers believe you can buy some shares of FHAL today for 1.20 per share and after this so called merger, your shares will be worth 15.00 per share?
* rolls her eyes *
Purl Gurl
Yes I do - if they R/S it before hand.
-------------------- ......in Psychiatry circles it's known as a "warning sign" Posts: 1736 | From: Saint Louis | Registered: Jul 2005
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