Think Research Corporation V.THNK

Speculative Theory

[dt_core]

This post is just for fun so take it with a grain of salt:

1. If the Go Shop period ended without a bidder emerging then the company would enter a No Shop which is a material event necessitating a press release to inform shareholders.
2. If the Go Shop resulted in a formal bid then Beedie would be given 7 business days to respond and at the same time the company would have to press release the bid to inform shareholders.
3. If the Go Shop surfaced an interested bidder BUT negotiations were still ongoing with the company then - THNK would be free to continue negotiations with the potential bidder as part of Fiduciary Out provisions. Continuing negotiations are not considered a material event that the company needs to inform shareholders about (according to Canadian legal experts)
4. Well Health Technologies (WELL:TSX) has long been rumoured to be a logical acquirer of THNK given the strong strategic fit with their business. WELL reports Q4 2023 tomorrow morning.

Could WELL be a potential bidder? If so they would likely offer stock or a combination of cash/stock. THNK shareholders would want (possibly need) to see WELL financials in order to make an informed deciision on whether to accept the WELL stock offer. Thus I'm speculating with no backing whatsoever that the reason we haven't seen an update on THNKs Go Shop is that the company is continuing negotiations with a potential bidder that surfaced during the Go Shop, and that bidder is WELL, and the signed formal agreement is contingent on Q4 2023 results being published.

Total speculation. We will know shortly.

[Possibleidiot01]

Total overthink , no offense meant but Page 21 - " Such efforts included discussions with three potential strategic and financial purchasers ( other than the Purchaser) who were familar with the company and its operations........ who could likely act quickly......... i've always thought ( no proof ) that Well Health fit the criteria.

[dt_core]

It has now been 4 business days post the end of the Go Shop and still no word out of the company. I finally did find another situation where a company was being taken out, had a go shop, and didn't update investors until much after the fact. That company is Q4 Inc. The Go Shop expired on Dec 18th, though had potential for a 5 day extension, and the company only notified investors on Jan 3rd

[dt_core]

I think you meant to say "Total fun overthink" :)   You're probably right that Well Health was likely contacted before the deal with Beedie was struck. Regardless, given how badly WELL's stock was hit post earnings today and also looking at some of the company's updated strategic priorities it seems unlikely that they would put in a superior bid for THNK.   Also as

[Possibleidiot01]

Loved the total fun overthink :-) This was a pre filed bankruptcy like Akumin ( almost unheard of in Canada , which is why the OSC had involvement in the offer) which is expected to have one and only one outcome. This is why the abbreviated timeline with documents were mailed in the go shop period. Easy to see collusion here but really just complete shattering ineptitude, particularly the board

[dt_core]

There may also be a legal case here that SA knowingly provided misleading statements/comments to investors, in particular relating to the mature pipeline (examples from the Q2 conference call below). Even Echelon made THNK a top pick on the back of management's pipeline comments, which provides potential evidence that SA's comments were misleading. Unfortunately I don't have much faith