The Definitive (Final) Proxy Statement is available at
freeedgar.com
and should be mailed today. This proxy is excellent reading, and I urge all investors to read it cover to cover, as well as to review the Gatefield Raging Bull discussion since May 11.
As rumored, it seems that all the problems that caused the decrease in Actel's offer from $10.75 to $5.25 have been fixed: "During June the Company expects to have completed sufficient testing on one lot of wafers to conclude that they meet production specifications. If this anticipated results occurs, the Company intends to release parts from that lot as pre-production parts."
Back on March 21, before these positive developments occurred, negotiations were at a point where, "With respect to price, the Company's representatives indicated that $10.00 per share was too low."
On March 30, "the Company and Actel agreed to consider a three-tiered price structure for an acquisition in which the price would be $10.75 per share if the Company achieved certain technical milestones, $9.00 per share if the Company achieved certain lesser milestones, and $7.25 per share if the Company did not achieve either set of milestones." Well at the very least, the second set of milestones have been met and the company is worth $9.00 a share. If both sets of milestones have been met, then the company should be worth $10.75 per share.
There is a lot of evidence in this proxy statement to suggest that Gatefield got into the ring with an 800lb. gorilla, and that the gorilla played around with Gatefield making promises of additional funding so that Gatefield continued to plow money into ProAsic at accelerated rates to help meet Actel's schedules. Then when Gatefield could see the light at the end of the tunnel, Actel cut off all funding, leaving Gatefield with no option other than to accept Actel's offer or die.
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