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Technology Stocks : Allen-Vanguard Rescue Board
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From: beaverfever10/14/2009 7:24:15 PM
1 Recommendation   of 724
 
Check this out>>>====>Material change report (amended) - English... posted on SEDAR Oct 9th, sedar.com

From the section relating to termination fees,
Allen-Vanguard also agreed to pay Versa a termination fee of $7.5 million if: (a) Versa
terminates the Transaction Agreement as a result of any breach by Allen-Vanguard or
any of the Lenders of any of their representations, warranties, covenants or agreements
in the Transaction Agreement that was intentional, or any inaccuracy in any of the
representations or warranties of such parties that was intentional; or (b) Versa
terminates the Transaction Agreement as a result of an unintentional breach or
inaccuracy of the items referred to in (a) by Allen-Vanguard or any of the Lenders, or
the Transaction Agreement is terminated by any party to the Transaction Agreement in
certain circumstances, and (i) Allen-Vanguard completes a specified alternative
transaction within 12 months (or 18 months, in certain circumstances) (the “Tail
Period”) following such termination or (ii) Allen-Vanguard enters into a legally
binding agreement to complete a specified alternative transaction which is completed
either within or following such Tail Period.

I interpret this as Luxton has a separate back-door deal available as "Tail Period".
VERSA gets their 7.5 million fee for holding Allen-Vanguard through the "court approved purchase", then when the dust settles, Luxton can make a new deal to buy it all back, and start all over again.

Shareholders have every right to be upset - this deal gets more "dirty" with the more that is revealed.
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