RE:Reverse takeoverHello Harley103
I too wouldn't take a equity position with NGC at this particular juncture, given what has quite obviously traspired, nor would I add to my existing NGC equity position at current share price points.
I expect - and I hope I am entirely wrong here - that the NGC share price is going to get slaughtered somehwat during the interim period. Six months can seem to be a eternity when it comes to the equities market and the typical shenanigans which outfits like Sprott Capital Partners LP and Edgewater Capital Partners representatives can and do tend to greatly capitalize upon.
It's good that you too have realized that what we are facing here with NGC has been changed. It's clearly what is know as "a bait and switch", so to speak.
This is definitely not what the company representatives led us all to believing would happen.
A joint venturing and commercialization partnership with Graphex Technologies LLC is one thing. It's something which can be digested without having to give away the control of the farm, so speak.
With JV's all identified costs and various expenditures to production are split and various party contributions tend to be previously determined and are invariably fixed.
Essentially, there are little to no variations of each party to the JV contributions and obligations and all expenditures and capital acquisition costs are predetermined and clearly known.
However, this particular option to puchase deal with Edgewater Capital Partners and said company's fully serviced clients and "primary stakeholders" of NeoGraph Solutions LLC (see the IP inventors and owners and the various "creditors" and lenders typically involved as stakeholders fo a company like NeoGraph Solutions LLC) is likely to be structured in a way whereby "a premium" is definately paid alright.
It's a premium which would be paid predominantly by NGC "minority" shareholders. Shareholders who, unlike insiders and other actual NGC "stakeholders", have no anti-dilutive rights and shareholders to whom the company's insiders have little inclination to spare the experience of a massive and material equity dilution.
NGC insiders and various "stakeholders", obviously inclusive of those stakeholders vested of NeoGraph Solutions LLC, will not be the ones experiencing dilution; they would be the beneficiaries of all the invisioned and planned dilution.
Once all the dilution which is required for "the company" to ultimately exercise the option to purchase a 50.1% voting control and 33.3% equity control portions of "NeoGraph" is experienced by those NGC shareholders targeted to experience such massive material dilution of their NGC equity value, the premium you speak of will have been paid Harley103.
The acquired always tends to receive the premium when being purchased outright; and yet, in this option to purchase case, the acquired not only gets the premium, it's "stakeholders" possibly recieve, upon the full 100% exercise of the option in question, up to 66.7% of the acquirer's entire enterprise. That reeks of "a Change of Control" Harley103.
The most specific language utilized within the press release announcing NGC's attaing of the option in question, clearly suggests the option to purchase part of or all of "NeoGraph" would be exercised and paid for in "a capital efficient" manner.
Yes. It's always efficient when you are utilizing other peoples share capital to pay for a expenditure which would initially and primarily benefit certain NGC "stakeholders" more than the common "minority" class of shareholders like us.
Always remember that any company's "stakeholders" are not only sometimes common class shareholders, such kinds of stakeholders have a strangle hold over the company's Board of directors and the specific actions or lack thereof and the intended directions of the corporation's C-suite representatives, e.g. Mr. Gregory Bowes, the former NGC CEO and now Chaiman of the company's Board of Directors, Imerys stakeholders, "Sprott" amongst others.