'Nortie' Cooper's Link With Ponte Nossa
(Dow Jones 10/10 11:56:36)
By Carol S. Remond
A Dow Jones Newswires Column
NEW YORK (Dow Jones)--What you see is not necessarily what you get when it
comes to Ponte Nossa Acquisition Corp. (PNSO).
Press releases issued by Ponte Nossa indicate that it is acquiring an
Irvine, CA, ophthalmic biomedical company called Visijet Inc. by issuing 7.5
million of its common shares.
But a conversation with one of the top Visijet officials reveals a different
story. Visijet will actually retain a 70% control of Ponte Nossa upon
completion of the merger.
Okay, perhaps a twist on the reverse merger game that hasn't been fully
explained in press releases or regulatory filings.
But there is more.
Who will own the remaining 30% of Ponte Nossa? A company called Financial
Entrepreneurs Inc., which acquired 96% of Ponte Nossa in July. It's getting
the 30% stake, according to a Visijet official, by agreeing to provide $11.5
million in financing to Visijet.
Regulatory filings reveal that Financial Entrepreneurs is controlled by none
other than Norton Cooper, a well-known stock promoter who ran into trouble
with the Securities and Exchange Commission in the 1960s and was convicted
in Canada for bribing a government official. He was later pardoned by
Canadian authorities.
Then there is the problem of who owns the patents that much of Visijet's
business is built on.
Although on the surface, Visijet appears to hold intellectual rights
relating to the use of waterjets in opthalmic surgery, those rights are in
fact held by Surgijet Inc., a California corporation from which Visijet was
spun off. Surgijet licences use of its patents to Visijet.
And finally, there is the little matter of neither Visijet or Surgijet being
officially incorporated. Both companies had their incorporation listings
suspended by the State of California.
A Visijet official couldn't explain the suspension and said the company is
in the process of figuring out what the problem is to make sure that it's
squared away before the merger completion.
A California Secretary of State official said a company's suspension means
that it has no right or privileges to operate as a corporation.
(Visijet has indicated it will change the name of Ponte Nossa to Visijet,
so, we'll just refer to the combined company as Visijet).
Back to Financial Entrepreneurs. The company will invest $11.5 million in
Visijet to land a 3.6 million share stake. That works out to about $3.19 a
share; the stock trades today around $2.38.
That seems quite hefty, especially given a recent deal under which Visx Inc.
(EYE), a maker of laser eye surgery equipment, signed a one-year option to
acquire shares of Medjet Inc. (MDJT), Visijet's direct competitor in the
rush to market their similar waterjet technology. Medjet is also a
development stage company that has racked up losses and to date, has very
little revenue.
Under that deal, Visx would pay $2 a share for Medjet stock. That would put
Medjet's market capitalization at around $8 million, compared to Visijet's
current market cap of around $25 million.
Now add Canadian born Cooper and his wife Estee to this equation, and the
Ponte Nossa/Visijet merger becomes more curious.
Cooper's name appears in a 13D filing with the SEC in July reporting
Financial Entrepreneurs holding of 12.5 million shares of the then-Ponte
Nossa. The filing describes Financial Entrepreneurs as a Nevada corporation
engaged in the investment and financial services business. The Nevada
Secretary of State corporate information website lists Cooper as president
and Estee as secretary of the company.
Cooper was convicted in 1972 of bribing a Canadian government official and
served three months in jail. The Coopers have also gotten in trouble with
the SEC and were permanently enjoined from selling unregistered securities
in 1969 because of their dealings in a company called Revenue Properties
Ltd.
An expose by Barron's, our sister publication, detailed some of Cooper's
dealings in Canada and the U.S. "He's infamous in his native Canada as a
promoter of junk securities traded on the Vancouver Stock Exchange, an
executive of numerous failed enterprises ... In Vancouver, everyone from his
friends to the Royal Canadian Mounted Police knows him as Nortie."
However, Cooper's past doesn't seem to faze Visijet.
"We are aware of it," said Randy Bailey, Visijet's president. Bailey said
that a "mutual acquaintance" had brought him and Cooper and his associates
together. He said that Visijet believes that it has "done reasonable due
diligence" and is protecting itself adequately. Bailey declined to identify
Cooper's associates.
For his part, Cooper played down his involvement in the Visijet acquisition.
In a short interview, he described himself as "basically a financial
advisor." He said he had been attracted by Visijet's technology. When asked
what he's been up to for the past ten years, Cooper replied that he's been
semi-retired.
Perhaps investors would be well served to retire from Visijet's stock.
Carol S. Remond; 201-938-2074; Dow Jones Newswires
carol.remond@dowjones.com |
