RE:RE:RE:The news is finally out I need someone to explain or confirm the math to me as well as other items.
I see 44 reads on my original post re the news so hopefully someone on here understands these things.
According to the latest MD&A there are 164M shares outstanding.
After a one for forty consolidation that leaves 4.1M shares o/s. (Price = $0.40/sh?)
"
In connection with the Transaction, Zecotek proposes to complete a concurrent private placement offering for gross proceeds of a minimum of CDN$4,000,000, on terms to be agreed by Zecotek and BirdView. Zecotek may pay finder's fees or commissions in connection with the financing. It is currently anticipated that the financing will be a financing of subscription receipts at a price of $0.50 per subscription receipt." Does the above statement amount to another 8 million shares? i.e. a total of 12.1M shares?
And then, this:
In order to finance its operations pending completion of the Transaction, Zecotek will undertake a bridge financing on a non-brokered private placement basis of units of Zecotek at a price of $0.375 per unit (the "Bridge Financing") for total proceeds of up to $1,000,000. Each unit will consist of one post-Consolidation common share of Zecotek and one share purchase warrant. $1M divided by 37.5 cents equals 26M shares - right? So 26 + 12.1 = 38M shares
And then:
Pursuant to the letter of agreement, it is proposed that Zecotek will acquire 100% of the outstanding shares of BirdView by issuing approximately 38 million post-consolidation shares of the Company to shareholders of BirdView. Question: We then have a total of 38M shares of which 4.1M are held by the original shareholders of Zecotek -- like you and me. The above statement says they will issue 38M to BirdView. Is there a shortage of 4M shares? What am I missing?
Organization re old company --
-- Zecotek Photonics Inc. owns Zecotek Photonics Singapore Pte Ltd., and,
-- Zecotek Singapore owns 90% Zecotek Imaging + 90% Zecotek Display + 90% Zecotek Optronics
"As a condition of the Transaction, Zecotek must divest itself of its two operating subsidiaries. In order to meet that condition, either concurrently with or prior to the closing of the Transaction." (the Optronics subsidiary is not operating).
*Note: Zecotek Imaging owns the China operations i.e. the new plant, etc.
"Zecotek proposes to sell (the "Dispositions") all of the issued and outstanding shares of its 90% owned subsidiaries, Zecotek Imaging Systems Singapore Pte. Ltd ("ZIS") and Zecotek Display Systems Singapore Pte. Ltd. ("ZDS") to Zecotek Holdings Singapore Pte. Ltd. ("ZHS"). ZHS is a private company controlled by Dr. Faouzi Zerrouk, President and CEO of Zecotek." I find this statement hard to understand because of The Family Tree as shown on the MD&A. In that graphic it shows (in my mind) that Zecotek Singapore already has those holdings. Again - what do I not understand?
"Zecotek proposes to sell all of its shares in ZIS and ZDS in exchange for contingent value rights ("CVRs") to be granted on a pro rata basis to shareholders of Zecotek in proportion to their shareholdings of Zecotek on a record date to be determined by Zecotek." What does the above really mean. Could that mean that as existing Zecotek shareholders we could get some kind of payments from the profits of the imaging and display systems? Below it refers to a "merger or acquisition"? during the next 3 years. Would that be an incentive not to do an M&A for at least 3 years.
"The CVR's would permit "shareholders of Zecotek" is that us?, as of a pre-determined record date for a special meeting that will be called to approve the Dispositions, to receive the certain payments upon the occurrence of an M&A transaction undertaken by ZIS or ZDS or their shareholders. The aggregate payment under the CVR (before any required tax withholdings) would be equal to 15% of the total consideration received by ZIS or ZDS or their respective shareholders in connection with an M&A transaction undertaken within three years from closing of the sale of ZIS and ZDS."
And, lastly,
Name Change
Upon completion of the Transaction, Zecotek intends to change its name. Details of the name change will follow in a subsequent news release.