Well, I'm not a God and if this is how they play I wouldn't want to be one. I've had time to think, and this is something that can be fought.
We expect: 390,000 in the float on reverse split day. That accounts for current shareholders only. The WOTD folks will expect to get shares as part of the merger, and that is rational. Suppose the shell holders get 10% of the company and WOTD 90%. That gives them 3,510,000 shares of the new company. Arguably, they deserve them.
But they can't vote them until they're issued (by the board?). If that takes more than a day after the merger to complete, then there's time to do a vote by proxy like what happened in December. The resolution could call for a reduction in authorized shares to 11 million (3 times expected outstanding, leaving room for the company to maneuver) and carry a provision that on completion of the third acquisition the authorized will be increased to 50 million.
Further, if the merger needs shareholder approval (and it probably does) we can vote "NO". Thus preventing the WOTD players from acquiring control of the company. The ace in our pocket is whoever has the 50 million from the Reg S. Unless they're the same people who are behind WOTD, they stand to lose right now, and coupled with existing shareholders, that's the majority.
Exact terms need to be worked out of course. I am sending my idea to Mr. Arnold as soon as I finish this posting, and will follow up with a phone call tomorrow around 11:30 EST (I can't call any earlier). I'll post details if anything comes of this.
I never was a particularly religious man.
-Tony |
