Replicel Life Sciences Inc V.RP

The Take-Over

[Ingiboy]

Does everyone hear understand this deal ?

"The LOI stipulates that the assets will be purchased from RepliCel in exchange for an 8-per-cent royalty on all gross profits earned by the purchaser in relation to the sale of DermaPrecise, RCH, RCT and RCS, or their improvements, after completion of the proposed transaction, up to a maximum of $160,922,238 (U.S.), or a new number which would represent an equivalent of $2.00 (U.S.) per share. "

In this part of the N/R you are lead to believe the purchaser plans to sell the assets.

In other sections of the N/R you are lead to believe they will develop the assets and the shareholders get a 8% royalty:  

"With the anticipated commercialization of the assets not set until 2025 to 2027,"

Which is it ???

[RPINVESTOR1]

The intention of THE PURCHASER is for shareholders to not understand the deal!

[Ingiboy]

I have reached out to both the CSA and the BCSC.  The CSA has forwarded my concern to the BSCS. Seperately i reached out to the BCSC and received a response from a person who is a Senior Legal Counsel, Legal Services, Corporate Finance. She will be reviewing this Take-Over Proposal. I think the point we need to make is this Take-Over Proposal is confusing tho the shareholders and does not

[Bellend2]

This post has been removed in accordance with Community Policy

[lscfa]

The voting circ. will have more details

[MetzGER]

Great Job Ingiboy! Thank you so much :)

[RPINVESTOR1]

'REAL WORLD' EXAMPLE Note:- Share amounts (and price) are approximates only. Andrew Schutte                  17,000,000 shares Remaining shareholders     50,000,000 shares                                             ----

[Ingiboy]

I am trying to follow your math.  I may be wrong but in your formula you are assuming that Andrew's new "phantom" company is offering to purchase Replicel and all it's assets which will account for 92 % of the company leaving the rest of us with 8% Royalty on any future profits. I think that may not be how he has layed out his confusing offer.   If we as shareholders

[RPINVESTOR1]

Hi Ingiboy:- Even if we all owned the same number of shares as before, in order to receive 92% of the revenue, Andrew Schutte would have to have some type of 'special' shares himself!  Yes they did introduce a 'poison pill' some years ago. Talk about optimism! If Andrew Schutte thinks he can pull this robbery off, what is the incentive for him to try to find a solution to

[MetzGER]

Yes it was his Plan. That was the reason Why they set the AGM Date before the final decision Date of Shiseido law case. So they don't have to react on the  Lawsuit. They knew at they hold the AGM that they will loose the Court. we can be sure that all directors are playing the same Game with us. They are very confident about this Plan Andrews offered us and will all get their Investment

[Ingiboy]

RPINVESTOR1, Looking back when there was this conveyor belt of private placements at $.10 where mainly Jamie and Andrew loaded up on shares with some share being bought by directors it now looks like there was a "plan" to gain voting control of the company with the intention of taking it private.  As they were doing that they went through the charade of pretending to develop the

[lscfa]

The vote is for minority shareholders only. 

[RPINVESTOR1]

Iscfa:- Who is not considered a minority shareholder and what is the support for your statement? Thanks

[lscfa]

RepliCel Life Sciences Inc., on the recommendation of an independent committee (the special committee) of its board of directors, has entered into a non-binding letter of intent (LOI) dated March 13, 2024, with 1456390 B.C. Ltd. (the purchaser), a non-arm's-length private British Columbia company owned and controlled by Andrew Schutte, RepliCel's chief executive officer and

[lscfa]

It's right in the bloody NR.... The proposed transaction also has to be approved by an affirmative vote of at least a simple majority of the votes cast by shareholders of RepliCel present in person or represented by proxy and entitled to vote at the meeting, excluding the votes cast by Mr. Schutte for common shares held either directly or indirectly in accordance with Multilateral Instrument

[RPINVESTOR1]

Hi Ingiboy:- I have sent you a private message. If you did not receive it please let me know.

[Ingiboy]

Check your messages here, I have sent you a message back.

[RPINVESTOR1]

Hi Ingiboy:- Thank you. I sent a reply (comment) back!

[RPINVESTOR1]

Hi Ingiboy:- Thanks. A brief reply back to you.