$ 100,5 million USD asset purchase price explainedThe asset purchase price offered by MO is $ 100,5 million USD.
There are two components that MO is purchasing
(a) the Patents and Intellectual property - which are owned by Ryan and his partner
(b) the worldwife perpentual license to sell Poda pods, trademarks, rights, manufacturing expertise - belongs to Poda
Management has determined that the purchase price of $ 100.5 million USD is to be paid as follows:
(a) $ 45 million USD to the personal banks of Ryan and his partner, in turn they give up patents
(b) 55 million USD to Poda Holdings the corporation - in return for their worldwide perpetual license
Poda Corporation will then distribute a dividend of 40 cents per share Cdn to the shareholders of Poda.
There are approximately say 110 million shares outstanding so, $ 44 million to shareholders (Canadian), Ryan and his partner must own some of these shares or, a good chunk of them.
Then another $ 15 million to Poda shareholders that have multiple voting reights - most likely Ryan and partner
Balance of cash on hand $ 1 million.
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So if we review the sale this is what it gives more or less:
Sale price: $ 100.5 million USD equals to $ 126 million Cdn
Paid out as follows:
(a) To Ryan and partner 45 million USD equals to 56 million Cdn
(b) To Ryan and partner 15 million USD equals to 19 million Cdn
(multiple voting shares)
(c) To Ryan and partner 4 million Cdn
(preference shares Invictus)
Total to Ryan and Partner: 79 million Cdn
Total to Poda shareholders 47 million Cdn
Real distribution of proceeds is:
Ryan and partner 62%
Poda shareholders 38%
This is the worst deal for shareholders for Poda as we get 38% of the proceeds and Ryan and partner get 62%.
Now I question:
- why did Poda only value Eson's 50% intellectual property, rights, trademark at $ 3.45 million while Ryan and partner are taking $ 79 million their 50% share?
- why is the Poda license only valued at $ 47 million, while patents and IP are valued at $ 79 million?
The contract between Poda and Ryan was a 90% for Poda and 10% royalty to Ryan, so why in a sale does Ryan and partner take 62% and we get 38%?
Does Ryan really believe that the shareholder base is this naive not to do their own calculations and find out what is what?
Under what illusion is management in thinking that this is a very good deal for shareholders and that it will get approved on June 22?
The Invictus shareholders whom own about 60% of this stock are disgruntled and this deal adds insult to injury.
Know your rights, the Poda license belongs to us around the world. If Ryan wants to sell his patents then that is fine, but the license remains with us and we decide what to do with it. Anything that is sold without our permission is a violation and, the profits belong to Poda.
I am of the opinion that our worldwide rights in this license are not valued at $ 47 million, more like $ 470 million.
It is up to shareholders to defend their rights against any perceived injustice. We have laws, rights and lawyers.
Get yourselves legal advise and defend your rights.
My personal opinion,