Current Price – $0.06
Offer Price – $0.15 (for holders of up to 100 shares)
Upside – 150% or $9 (for holders of up 100 shares)
Expiration date – TBD (shareholder vote is scheduled for 5th of August 2015)
Important Note – This transaction is more risky than the standard odd lot tender that get published on this site (e.g. HKFI going private transaction last year got cancelled and stock dropped subsequently). Thus, due your own diligence before taking position.
The Reverse/Forward Stock Split is comprised of a reverse stock split (the “Reverse Split”), pursuant to which the shares of the Company’s $0.00001 par value common stock shall be converted at an exchange ratio of 101 for 1 shares of outstanding Common Stock, as will be determined by the Company’s Board, followed immediately by a forward stock split of the Company’s outstanding Common Stock, at the same exchange ratio (the “Forward Split”). Holders of record of less than one share as a result of the Reverse Split will be cashed out at the rate of $0.15 per pre-split share (each, a “Discontinued Stockholder”). Holders of at least one share as a result of the Reverse Split will not be entitled to receive any cash payment. If a person or entity holds shares of Common Stock in “street name,” then its broker, bank or other nominee (the “Record Owner”) is considered the owner of record with respect to those shares of Common Stock and not such person or entity. If the Record Owner holds less than one share as a result of the Reverse Split, it will be cashed out at the rate of $0.15 per pre-split share. Record Owners of at least one share as a result of the Reverse Split will not be entitled to receive any cash payment, even if a Record Owner hold shares of Common Stock in “street name” for any individual beneficial owners that held beneficial ownership in less than 101 pre-split shares of Common Stock.
Proposal is subject to shareholder approval. Shareholders will vote on the transaction is scheduled for 5th of August 2015. Holders of 57,288,844 shares of Common Stock who are party to the Master Agreement, or approximately 51.9% of the Common Stock eligible to be cast at the Special Meeting (including those held by our directors and executive officers) have advised the Company that they intend to vote in favor of the Reverse/Forward Stock Split.
Source of Funds:
We estimate that we will pay approximately $5,300 to cash out holders of record of less than one share as a result of the Reverse Split. In addition, we anticipate incurring approximately $25,000 in advisory, legal, financial, accounting and other fees and costs in connection with the Reverse/Forward Stock Split. The Company has sufficient cash on hand to cover the cost of cashing out holders of record of less than one share as a result of the Reverse Split and the related fees and costs of implementing the Reverse/Forward Stock Split and this Proxy Statement. The Company will not be using borrowed funds to finance the cost of the Reverse/Forward Stock Split, there are no conditions relating to the use of the cash to cover the cost of the Reverse/Forward Stock Split, and there are no alternative financing arrangements or alternative financing plans in place to cover the ultimate cost of the Reverse/Forward Stock Split.