posted
The other thing that leads me to believe that we are all included, logically, is the option to simply open the price at $15. Similarly, the other two options seem to take into account the price of CVSU (new) when it opens. That means that we are included in the pps bc CVSU (new) includes us. We'll have to wait and see.
-------------------- Choosing individual stocks without any idea of what you're looking for (or without reliable information) is like running through a dynamite factory with a burning match. You may live, but your still an idiot.
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quote:Originally posted by BuckyBarnes: Have attempted to call up "Conversion Solutions, Inc." and/or CVSU.PK through Scottrade tools and get a return message of "The symbol you entered was not found.". Also tried another site (YAhoo Finance) and received a display of goose-eggs and N/A's in all fields with a last trade time of Dec 31.
Where are y'all find hard data on CVSU besides references in sec filings like the 8K?
TY and GLTA
cvsu isn't publicly traded as of yet. private shareholders. but after ticker change it will be publicly traded...
-------------------- NDOL(well before the crash)FPPL BLDV CSHD WWEN?
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quote:Originally posted by BuckyBarnes: Have attempted to call up "Conversion Solutions, Inc." and/or CVSU.PK through Scottrade tools and get a return message of "The symbol you entered was not found.". Also tried another site (YAhoo Finance) and received a display of goose-eggs and N/A's in all fields with a last trade time of Dec 31.
Where are y'all find hard data on CVSU besides references in sec filings like the 8K?
TY and GLTA
They are privately traded which I think is probably why there is no data in the fields, only 0's. But, to answer your question....i have no idea where to get that type of info on them. cvsu.us is their website tho i think
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quote:Originally posted by Jmoove: "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."
The statement above breaks down to this; CVSU current shareholders(CVSU old) will get FHAL shares, then upon the filing of the S-4 which registers the new shares and effects the symbol change. Then All FHAL shareholders (CVSU old shareholders included) become shareholders of the new symbol CVSU which then will be traded at $15. The option for the $15 applies to the new symbol CVSU which includes us as FHAL shareholders.
BINGO! When I called the company I made sure it involved FHAL shareholders. Best explaination yet!
quote:Originally posted by Jmoove: The other thing that leads me to believe that we are all included, logically, is the option to simply open the price at $15. Similarly, the other two options seem to take into account the price of CVSU (new) when it opens. That means that we are included in the pps bc CVSU (new) includes us. We'll have to wait and see.
Or by doing a R/S to get the price there, they have that option per the 8K.
-------------------- ......in Psychiatry circles it's known as a "warning sign"
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posted
cass i did too... but, it just doesn't make sense why they'd give hundreds, hell thousands, a free winning lotto ticket... ya know...? just seems fishy. i'm still in, i wanna know how this will pan out but will watch very closely. i hope i get one of the two on the phone first thing in the morning. damn it, i'm not gonna sleep tonight....
-------------------- NDOL(well before the crash)FPPL BLDV CSHD WWEN?
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posted
Guys...here's something I found in the 8k. Did a lot of DD. Please do your own DD. This is my interpretation. Please do not rely on my DD and do your own DD.
As per the 8k. "6 AVERAGE CLOSING PRICE ADJUSTMENT. 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."
Also some more notes from the 8K Definitions "Company" has the meaning given to it in the introductory paragraph hereof. "Buyer" has the meaning given to it in the introductory paragraph hereof. "Surviving Holding Company" has the meaning given to it in Section 2.1(a).
Introductory paragraph : MERGER AGREEMENT 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").
Section 2.1(a) Also "Surviving Holding Company" has the meaning given to it in Section 2.1(a). 2.1. THE MERGER. (a) The Merger. On the terms and subject to the conditions of this Agreement, the Plan of Merger in respect of the Merger, which shall be substantially in the form attached hereto as EXHIBIT A, and Delaware Law, the Company shall merge into the Buyer, the separate existence of the Company shall cease, and the Buyer shall be the surviving corporation (the "Surviving Holding Company") and shall continue its corporate existence under the laws of the State of Delaware.
What this means is that CVSU is the "Company". FHAL is the "Buyer" and the new CVSU is the Surviving Holding Company. So the $15 is for the CVSU shareholders. Am I missing something here ??????
Either way I think this is going to gap up and run tomorrow. Enjoy the ride. This was just my DD. Please do your own DD and decide. Best of luck.
-------------------- JMHO. Do your DD. GLTA.
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quote:Originally posted by Livinonklendathu: [QUOTE]Originally posted by Jmoove: Or by doing a R/S to get the price there, they have that option per the 8K.
where is that in the 8k... i missed that
-------------------- NDOL(well before the crash)FPPL BLDV CSHD WWEN?
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(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.
-------------------- ......in Psychiatry circles it's known as a "warning sign"
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posted
I remember some people calling and Rufus specifically said us FHAL shareholders would receive $15 and wouldn't do a R/S This was confirmed by many callers. We'll see what happens
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quote:Originally posted by Hannibull: I remember some people calling and Rufus specifically said us FHAL shareholders would receive $15 and wouldn't do a R/S This was confirmed by many callers. We'll see what happens
If that were the case then why didn't they just come out and say that in the PR today?
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quote:Originally posted by Hannibull: I remember some people calling and Rufus specifically said us FHAL shareholders would receive $15 and wouldn't do a R/S This was confirmed by many callers. We'll see what happens
If that were the case then why didn't they just come out and say that in the PR today?
good point, this PR just seems to be a copy from the 8K and doesn't really say anything new
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posted
""That's why Rufus would try his best to buyback as much shares needed to push the FHAL price as close to $15 as possible.
Then he would not have to pay for the premium difference between the two stock...
Correct?""
That is the way I read it. If he can let the market drive up the price, it would save him from paying the difference to any CVSU shareholder who took the option.
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posted
I think people better read the that press release again and do it slowly and carefully. I don't think it says exactly what a lot of people seem to think it says. Compare it very carefully (and I do mean very carefully) with special attention on the terms and definitions as outlined in the SEC Form 8-K.
I also suggest that you take a minute to look up the address for CVSU as is presently listed on their home page at CVSU.US. The address 125 TownPark Drive Suite 300. Kennesaw, GA 30144 is nothing more than a "virtual office" (see regus.com) shared by dozens of other "companies" ranging from private investigators to a small fitness center to carpet and rug companies.
As for share price and what will or won't be paid out to shareholders, where exactly is it that all the capital required to pay this difference going to come from? If this company and its pricipals have the equivalent of 15 dollars per share in capital lying around, why on earth would the best use of it be to pay out enormous these gains to shareholders?
Has anyone looked at the last 10QSB at Edgar? As of March, the company (FrontHaul) had a negative net worth of nearly 2 million dollars. CVSU, being an unaudited pink sheet stock with no reporting requirements, doesn't even have anything on file . Where did these supposed 800 million dollar in assets come from? Did they materialize out of thin air? If you are relying on thier unaudited balance sheet, why not ask yourself how a company that supposedly has 843 million dollars of assets was able to generate not one single penny of income from January through March of this year. 300+ million in UCC notes? Do you even know what a UCC note is? 500 million in long terms bonds? Who issued those bonds? Is that their face value? Are they marketable? And why is a company with 800 million dollars in assets (but no income) interested in merging with a money losing company that has a negative cash flow and negative net worth?
I'm glad that a lot of people have made a lot of money here and I'm certainly open to someone looking all these things over and telling me where exactly I'm wrong but as of this moment I'd say something doesn't smell right. Proceed with caution.
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posted
bloodykitten...who are the current CVSU shareholders ? Thats what I am trying to find out. Is it just Rufus and Ben ? Are they the ones going to get the difference ? I am trying to get some information through my DD, but am not able to find anything. Will keep trying. So basically is it just a re-distribution of their capital in the current CVSU share capital ? They have invested around 800 million + in current CVSU.
-------------------- JMHO. Do your DD. GLTA.
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FHAL---- 68 million shares, these are the shares that are currently trading
CVSU---- 43 million shares, held privately by the CVSU shareholders, none of us own these shares
CVSU---- shareholders will get $15 per share no matter what----even if FHAL closes at $10.00 on July 28th
All FHAL shares will be canceled on JULY 28TH. For every share of FHAL you have on JULY 28TH you will get one share of CVSU. CVSU will open at the close of the former closing price of FHAL.
The shareholders of the privately held CVSU which is none of us will be compensated if the close is under $15.00 per share. ""
I think this person has it right to a point. CVSU shareholders(THEM) will get $15 in stock+ cash of the NEW CVSU.
And US holders of FHAL, when convereted to the new stock will get market prices UNLESS Rufus sets the NEW CVSU pps at $15 as stated in option 3.
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quote:Originally posted by Newbie7: That's why Rufus would try his best to buyback as much shares needed to push the FHAL price as close to $15 as possible.
Where is Rufus getting the capital to buy all of these shares?
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posted
nobody that holds shares of FHAL currently is going to get paid $15 a share or the difference of pps and $15 2 weeks down the road UNLESS the stock naturally rises up to $15 over the ensuing weeks. those pr's are addressed to current cvsu shareholders more than they are to fhal holders. I dont know this but I'm sure the current value of cvsu is somewhere around $15. the pr is guaranteeing the cvsu shareholders that they will not loose out when the ticker changes...im sure rufus would like to have the share value rise so that he doesnt have to pay any diffence or as little as possible and that is why the confusing pr's to make it seem like there is a $15 future for us. i dont bash nor do i pump but simply state what is most logical to myself.
quote:Originally posted by romberry: I think people better read the that press release again and do it slowly and carefully. I don't think it says exactly what a lot of people seem to think it says. Compare it very carefully (and I do mean very carefully) with special attention on the terms and definitions as outlined in the SEC Form 8-K.
I also suggest that you take a minute to look up the address for CVSU as is presently listed on their home page at CVSU.US. The address 125 TownPark Drive Suite 300. Kennesaw, GA 30144 is nothing more than a "virtual office" (see regus.com) shared by dozens of other "companies" ranging from private investigators to a small fitness center to carpet and rug companies.
As for share price and what will or won't be paid out to shareholders, where exactly is it that all the capital required to pay this difference going to come from? If this company and its pricipals have the equivalent of 15 dollars per share in capital lying around, why on earth would the best use of it be to pay out enormous these gains to shareholders?
Has anyone looked at the last 10QSB at Edgar? As of March, the company (FrontHaul) had a negative net worth of nearly 2 million dollars. CVSU, being an unaudited pink sheet stock with no reporting requirements, doesn't even have anything on file . Where did these supposed 800 million dollar in assets come from? Did they materialize out of thin air? If you are relying on thier unaudited balance sheet, why not ask yourself how a company that supposedly has 843 million dollars of assets was able to generate not one single penny of income from January through March of this year. 300+ million in UCC notes? Do you even know what a UCC note is? 500 million in long terms bonds? Who issued those bonds? Is that their face value? Are they marketable? And why is a company with 800 million dollars in assets (but no income) interested in merging with a money losing company that has a negative cash flow and negative net worth?
I'm glad that a lot of people have made a lot of money here and I'm certainly open to someone looking all these things over and telling me where exactly I'm wrong but as of this moment I'd say something doesn't smell right. Proceed with caution.
Why would we spend our time trying to explain the reasoning, the advantages to both companies, where to find answers to all your questions?? Have you read every post on every board out there? All of your questions have been addressed in previous posts and are there for you to find. You are new and definetly have a motive, call the CEO, read "every" post then return with your questions. GLTY
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quote:Originally posted by yayplaya: nobody that holds shares of FHAL currently is going to get paid $15 a share or the difference of pps and $15 2 weeks down the road UNLESS the stock naturally rises up to $15 over the ensuing weeks. those pr's are addressed to current cvsu shareholders more than they are to fhal holders. I dont know this but I'm sure the current value of cvsu is somewhere around $15. the pr is guaranteeing the cvsu shareholders that they will not loose out when the ticker changes...im sure rufus would like to have the share value rise so that he doesnt have to pay any diffence or as little as possible and that is why the confusing pr's to make it seem like there is a $15 future for us. i dont bash nor do i pump but simply state what is most logical to myself.
That is funny why does it say CVSU.ob, this will not exist until after the merger, get it?? The options are listed after CVSU.ob with is the post-merged company, including FHAL..
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posted
""nobody that holds shares of FHAL currently is going to get paid $15 a share""
Not according to option 3 of the PR.
If the FHAL closes at $10 and reopens under the new symbol at the close of 10$, Rufus reserves the right just to set the opening pps at $15 just to avoid paying $5/share to the orignal CVSU share holders.
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posted
"If the FHAL closes at $10 and reopens under the new symbol at the close of 10$, Rufus reserves the right just to set the opening pps at $15 just to avoid paying $5/share to the orignal CVSU share holders. "
The problem with that theory is that the market determines a stock's value,not rufus...if a company opens with a pps of $15 but nobody is willing to buy for that much, the stock price plummets to where traders feel that the company is worth.
posted
no one can confirm anything just that rufus said that there wouldn't be... everyone lets just wait and see what happens tomorrow and not eat each others heads off...
-------------------- NDOL(well before the crash)FPPL BLDV CSHD WWEN?
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quote:Originally posted by yayplaya: i think people are going to realize this and a possible sell off tomarrow...
The information from the PR is exactly the same information from the 8K which was released earlier, and yet here we are above a dollar. Nothing's changed, I don't believe this pr with no new information would cause a sell off when the 8K form caused an upward movement to where it is now
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posted
""The problem with that theory is that the market determines a stock's value,not rufus...if a company opens with a pps of $15 but nobody is willing to buy for that much, the stock price plummets to where traders feel that the company is worth.""
Thats true. Even if that happens, Rufus still doesnt have to pay any money out to the orignal CVSU share holders.
But consider this. Rufus and other officers of CVSU might have extreme confedence that the new CVSU stock will be extremly under valued at $15 pps and have no fear that there will be buyers
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quote:Originally posted by yayplaya: i think people are going to realize this and a possible sell off tomarrow...
Realize what? Realize that a PR stating that the shareholders of the new company, CVSU.ob (FHAL +old CVSU), will get $15 per share. I seriously doubt this will cause anything to go lower, what we will realize is how fast you will be chasing to get in
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posted
You people go from happy to sad to happy to confused. Instead of trying to look 1,000 feet into this, why not wait and make a few calls and we'll see. Geese, some of you are $30,000 or more richer right now and you are complaining about whether or not we'll reach $15 or not. My bet is it will be there by the close and thats enough for me. Do you all really think Rufus is going to pay an $11 dollar premium to his shareholders. Come on get a grip people.
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