PsycProf. in reference to an earlier post about 4:1 ratio.
Jim:
I am not sure that I follow you. Nobody said there will be a 4:1 ratio. That was thrown out at the time as a hypothetical. At that time ATXI was at about 2.00 and FAMH was about .50
Now it is more like a 2.7:1 ratio. ATXI at 1.66 and FAMH at .63
This figure (ratio) has not been set yet.
FAMH press releases:
NEW YORK--(BUSINESS WIRE)--March 27, 1998--Firamada Inc. (OTC BB: FAMH) today announced they have submitted a Mutual Letter of intent with Atrix International, Inc., Listed company on the NASDAQ Stock Exchange. Firamada will gain 100% control of Atrix International, Inc., subsequent to an agreement now being negotiated.
Industry analysts are calling this action, orchestrated by Firamada President Ira Monas, brilliant and aggressive. This agreement would greatly enhance Firamada's share value and provide strength and stability of Atrix International, Inc.
The letter of Intent has been signed and agreed by Firamada Inc. only and submitted for approval and waiting for agreement from Atrix board of directors.
1. The agreement states that Atrix International, Inc. shall acquire 100% of Firamada's outstanding stock (non-dilutable). Firamada Inc. shareholders shall receive a ratio of 1 share of Atrix stock for 4 shares of Firamada stock.
2. Upon signing of Acquisition Agreement, the Board of Directors of
Atrix International, Inc. shall resign. Concurrent with said
resignation, a new Board of Directors will be appointed by
Firamada, Inc., completing the total transfer of ownership back to
Firamada, Incorporated.
3. Firamada management will transfer all staffing service company
assets (including the Myriad Employment Services acquisition,
tentatively scheduled to close Friday, April 3rd) to Atrix
International, Inc.
4. The "new company" will retain the name Atrix, International, and
will continue to be traded on the NASDAQ exchange under the symbol
ATXI.
Transaction Summary: Firamada Inc.'s intent is to attain NASDAQ status as quickly as possible. By first allowing Atrix International, Inc. to acquire Firamada's outstanding stock, Atrix is the acquiring company of record (and continues to trade in the same manner under the symbol ATXI). Per terms of the Agreement, Firamada, Inc. then places its own Board of Directors in Atrix and assumes full control of Atrix International. This two-step process allows Firamada to trade immediately as ATXI, a NASDAQ Listed company.
Firamada, Inc. President Ira Monas, directly stated the impact this Agreement would have on the future of Firamada. "The completion of this Agreement would be the single most significant step taken in the 20-year history of Firamada. By allowing Atrix to first acquire Firamada's stock, followed by a transfer of ownership back to Firamada, we immediately achieve the stature of a NASDAQ company.
"We are in an extremely unique position laden with potential. I want the shareholders to realize that this Agreement would result in out Company (Firamada) assuming 100% control of Atrix International, Inc., and that we would be up and trading as a NASDAQ Listed stock from day one.
"Our staffing sector of the business market is red hot, and industry multiples are still climbing. A NASDAQ Listing will help share holders to realize full value of our company's stock, and future growth should be reflected in the Company's stock price much more quickly. This move will bring increased respect and opportunity, and will generate real excitement for our Company in the market."
Firamada, Inc. has set a preliminary Agreement completion date of April 15th, subject to negotiations and conditions necessary to finalize said Agreement.
This press release contains forward-looking statements with respect to the results of operations and business of the Company that involves risk and uncertainties. Risks and uncertainties of the Company will be detailed from time to time in the Company's periodic reports to be filed with the Securities and Exchange Commission.
CONTACT: Ira Monas, President of Firamada
Irafm@aol.com
or
Preferred Financial Marketing
tel: 310/789-1132
fax: 310/789-1134
Quote for referenced ticker symbols: FAMH, ATX, FAMHc 1998, Business Wire
NEW YORK, April 17 (Reuters) - Firamada Inc. said Friday it acquired Myriad Employment Services, a $55 million staffing and employee leasing company based in Long Beach, Calif.
The final agreement does not include the issuance of any Firamada shares and will be a cash transaction only.
Quote for referenced ticker symbols: c 1998, Reuters
NEW YORK--(BUSINESS WIRE)--March 23, 1998--Firamada, Inc. (OTC BB: FAMH) today issued approximate calculations relating to their pending merger with a NASDAQ Listed company.
The following share considerations are used in subsequent calculations:
--Firamada Shares Outstanding: 40,000,000
--NASDAQ Company Shares Outstanding: 1,413,913
--Brokerage Warrant percentage at time of Merger: 4.9%
The proposed rate of exchange in the pending merger transaction is 4 to 1 (4 shares of Firamada, Inc. stock for 1 share of the NASDAQ company's stock). Firamada shareholders could calculate their post-merger number of shares by dividing their current number of shares by four (i.e. 100,000 shares before the merger would equal 25,000 shares after the merger).
Brokerage warrants will be issued based on the total number of post-merger shares (11,413,913). At 4.9%, the total brokerage warrants would equal 559,282 shares.
A post-merger EPS calculation can then be made using the aggregate total number of outstanding shares: 11,973,195 (Firamada post-merger shares of 10,000,000 plus NASDAQ company shares of 1,413,913 plus brokerage warrants totaling 559,282 shares). Firamada's 1997 revenues will be the sole basis for calculating the post-merger EPS.
Based of Firamada's pre-merger EPS of $.1085 for 1997, and the proposed post-merger total number of shares (11,973,195), the new EPS calculation for a NASDAQ Listed Firamada company would be approximately $.36.
Industry multiples can then be used to ascertain a relative share value using this new EPS:
1998 EPS of $.36 multiplied by an industry multiple of 25 would yield a share value of $9.00.
Firamada President, Ira Monas, addressed the potential effect of this aggressive strategy: "We are on top of this opportunity. Negotiations are moving quickly, and we anticipate completing this merger soon. A NASDAQ listing will increase our level of accountability as well as our status.
"The result of this merger would raise Firamada's recognized value and credibility considerably. Additionally, this would add leverage to all future negotiations when pursuing new acquisitions."
Mr. Monas concluded, "We have some limitations at this time regarding information that can be released. We have to be sensitive to issues relating to the NASDAQ company, but we will continue to put out any information we can.
"We have a great group of shareholders, and appreciate their continued support. In light of that, we are continuing our buy-back of Firamada shares. We would suggest that anyone considering investing in Firamada look at our fundamentals and rapid-growth business plan. This plan certainly benefits from being in one of the hottest business sectors in the country."
This press release contains forward-looking statements with respect to the results of operations and business of the Company that involves risk and uncertainties. Risks and uncertainties of the Company will be detailed from time to time in the Company's periodic reports to be filed with the Securities and Exchange Commission.
CONTACT: Firamada, Inc:
Ira Monas, President
Irafm@aol.com
or
Preferred Financial Marketing
Official press releases from FAMH state 4:1. Ira told someone either on line or by phone the 4:1 could change. No official change. Remember, the contract was delivered to ATXI last Monday.
Sapper |
