Posted by: hdogtx In reply to: None Date:7/27/2007 2:53:39 PM Post #of 709
**Read this** Clayton, Dunning is located in the heart of Wall Street, New York's Financial District that is acknowledged to be the largest in the World. Here, almost across the street from Broadway's famous bronze Bull, Clayton, Dunning maintains contacts with Wall Street's investment banking, money management, securities research, market making, and investor relations firms.
A few short steps from the New York Stock Exchange, we work daily with Wall Street legal and accounting firms. From this unique environment we serve the financial needs of emerging Asian companies.
For Asian companies seeking to go public in the U.S. through an SEC filing:
Overseeing filing of and coordinating the timely information flow required in the filing of Form SB2, including responding to the SEC?s comments. After the Company retains its legal counsel and pays the required retainer fee to counsel, furnishing a project plan and timeline. Conducting background checks on the principals of the Company.Perform due diligence on the Company. Assisting the Company?s counsel and reviewing required post-closing SEC filings.
Following the Company's becoming effective:
Development of a capital markets strategy. Identification and evaluation of various financing alternatives. Review of private placement memorandum (for a private investment in public equities, or PIPE) or prospectus (for a registered public offering), as applicable. Closing of PIPE placement or registered public financing offering, as applicable. Filing Form 211s for eligible companies seeking to become publicly traded. Contact and work with market-makers, retail brokerage firms and analysts. Achieving research coverage for the Company. Selection of market makers of NASDAQ, OTC Bulletin Board or Pink Sheet stocks, as applicable. Application for a NASDAQ or AMEX listing, if desired. Selection of an AMEX specialist firm, if applicable. For companies seeking to go public through a reverse merger with a publicly-owned "shell":
Overseeing the Company?s merger into one of the public shells that CDGP identifies and has access to, including the management of the entire process and supplying all of the relevant transaction documentation, including but not limited to:
Transaction overview. Letter of intent between the Company and the public shell. Due diligence request list. After the Company signs the letter of intent and pays the required commitment fee to the public shell. Help ensure a smooth flow of information and a careful documentation of the proceedings. Furnish a project plan and timeline. Conduct background checks on the principals of the Company. Perform due diligence on the Company.
Provide a due diligence binder on the public shell. Draft the Share Exchange Agreement. Manage the entire reverse merger transaction and closing. Assist the private company's counsel and review required post-closing SEC filings. Following a Company?s becoming effective as a publicly-traded company:
Development of a capital markets strategy. Identification and evaluation of various financing alternatives. Review of private placement memorandum (for a private investment in public equities, or PIPE) or prospectus (for a registered public offering), as applicable. Closing of PIPE placement or registered public financing offering, as applicable, Filing Form 211s for eligible companies seeking to become publicly traded. Contact and work with market-makers, retail brokerage firms and analysts. Achieving research coverage for the Company. Selection of market makers of NASDAQ, OTC Bulletin Board and Pink Sheet stocks, as applicable. Application for a NASDAQ or AMEX listing, if desired. Selection of an AMEX specialist firm, if applicable. Overall direction of that portion of the company?s ?business of being a public company?:
Selecting, supervising and coordinating a third party investor relations firm for the purpose of building the Company?s market following and its shareholder value. Establishing a broad base of primarily individual investors. Later de-emphasizing individual investors and beginning to establish a base of institutional investors. Ultimately replacing private placement investors with long-term institutional investors. Selecting, supervising and coordinating of a third-party U.S. law firm to timely file the required U.S. regulatory forms and reports, and advising the Company in regard to compliance with Sarbanes-Oxley requirements. Advising the Company, if requested, regarding (i) the acquisition of and/or merger with other companies, the sale of the Company itself, or any of its assets, subsidiaries or affiliates, or similar type of transaction. Maintenance of a New York or Los Angeles office address and telephone, if desired. ?Roadshow? Presentations through the Financial Capitals of Europe
Clayton, Dunning Capital Partners, through established relationships in Europe, works with Asian corporate clients to present CEOs and their companies to the institutional investors that matter in Europe. We schedule, plan and implement ?roadshow? group meetings and one-on-one presentations with analysts and portfolio managers employed by leading investment managers, private banks, insurance companies and pension funds in the following financial centers of Europe:
London Frankfurt Zurich Paris Lugano Brussels Milan Geneva Monaco
European Institutions Represent Important Potential Shareholders for Your Company
Management of public companies often cannot understand why investors capitalize their company?s future earnings power at lower price-to-earnings multiples than that afforded other companies with similar fundamentals, especially peer competitors.
The ability to create investor demand for a corporation?s publicly-traded stock represents a challenging management opportunity. If successfully achieved, efficient pricing of one?s stock and fair market valuation satisfy a host of corporate needs ranging from shareholder satisfaction to capital formation and employee morale.
If the opportunity is neglected, inefficient pricing and undervaluation may subject the corporation to numerous risks ranging from prohibitively high cost of corporate growth to potential vulnerability to takeover and threatened executives? job tenure.
Corporate managers that merely satisfy their legal obligation to disclose, ignore the opportunity to optimize their share value. They choose to exert no influence on the market?s pricing mechanism and the equity valuation process. They believe that operating results alone should ?do the talking?. Operating results do speak, but to the past, not to the future.
The market values a company?s stock in the present based on expectations of earnings in the future. It is the responsibility of astute managers to concern themselves with how the market perceives and values their company, and what their stock price implies about investors? expectations for their company?s future returns. Opportunistic managers create value for their shareholders by correcting market mis-perceptions and mis-pricings. They shape rational expectations of their company?s economic returns by key financial industry participants.
Market sponsorship and pricing efficiency are real problems for emerging companies which are small in size (market capitalization), often under-researched by analysts, and under-owned by institutional investors. Their shareholder base may be narrow and their shares may be inactively traded and volatile. They suffer from lack of interest from Wall Street.
The real problem for small capitalization companies is that lack of interest and pricing inefficiency may persist over time because managers of these companies do not know how to trigger the demand-creating process.
It is our objective to help corporate management understand and use the equity valuation process. We help them think as buyers and owners of their shares, as well as managers.
The demand for a company?s stock, or the absence of sufficient demand, is the result of investors? perceptions of 1) the company?s performance or 2) the company?s asset valuation relative to market value. Recognizing this, we assist our clients in shaping a clear perception of future performance and value, and in communicating that perception to the financial industry participants whose influence tend to determine share prices. We understand what attracts ?buy side? analysts and portfolio managers and ?sell side? analysts, and through one-on-one relationships, use them to create demand for clients? shares.
We believe that adding a following for your company's stock among European institutions is one other important way to build shareholder value.
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Mr. Messalas who recently became the Vice President/Private Equity has over 11 years experience in the securities industry. Starting with D.H. Blair in 1992, as an investment consultant, Mr. Messalas developed his capital raising talents and added to his private placement experiences at H.J. Myers and Joseph Stevens where he was involved with a number of successful under-takings. Mr. Messalas carries a Series 7 and Series 63 Increase.
Posts: 840 | From: ny | Registered: Jun 2005
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So I hear news will be out in about 45 days. How great. Another stock that's gonna drop with NITE and his unlimited fawkin supply...geez.
Posts: 3026 | From: Chicago | Registered: Oct 2005
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