Please read this post i took from www.stockhouse.com, they have a very informed board there on Airworks. Mr. Bouvier who wrote this is a truthseer. Also in the future can we refer to the offer from Haven as a takeunder as in takeunder our noses.
" I have read on SI that some shareholders view the curent offer to purchase/takeover bid of Airworks Media by the so called "white knights", namely Haven Homes a good thing, I can assure you that it is not, at least not yet. Haven Homes , a private company run /owned by Jesse Clayton is at this point nothing more than a corporate shell. It doesn't trade anywhere and is virtually worthless inspite of the fact that CLAYTON claims the shares of Haven to be worth approx $1.00 US each. How he determined this, is anyone's guess.
The so called "knights" are business people looking to make A LOT of money at the expense of current Airworks shareholders. I can't blame them. One of the aspects of the offer that really bothers me however, is that former Airworks VP Blake Fallis has now signed on with Haven Homes as a director of the company. Of course with that appoinment, it brings sweet heart deals on shares, options etc. In other words FALLIS is in this to make a lot of money for himself and his new found friends at HAVEN. (likely millions) As mentioned in an earlier post, FALLIS was negotiating financing with these people as an employee of Airworks just prior to leaving his possition. In my opinion, FALLIS has and is acting in an unethical manner. It is a breach of trust. I'll admit that FALLIS has lot of his own time, which he was paid for as an employee of Airworks and his own money invested. FALLIS is going to try and recoup his investment., again atour expense. FALLIS, in his news release from Haven Homes makes HAVEN out to be very concerned for AirWorks , so much so that it's a sickening read. Here's some excerpts.
Thursday May 28 1998
" Mr. Blake Fallis of Haven Homes reports
As part of Haven Homes' business plan to acquire or merge with companies that
have developed innovative computer software, it has approached the management
of AirWorks Media Corporation with a view to make a tender offer to AWM's
shareholders on the basis of one Haven share of common stock for every five
shares of AWM owned." Translation - inspite of the fact that Airworks has spent in excess of 7.5 million dollars developing current technology Haven is going to give Airworks shareholders 1 share of "nothing" for cutting edge technology and potentially lucrative contracts with Roland and EMU (Creative Labs). Lets see at the current price, haven is going to give us about .4 cents for each share owned. Wow!
"AWM and Haven believe that immediate action needs to be taken in order to
protect the intellectual property rights of AWM and the AWM shareholders." ?? Sorry but this isn't a news release from Airworks and why should Haven really care that immediate action needs to be taken in order to protect.....etc. Oh yeah, FALLIS has lot of money in this doesn't he!
" AWM will not make any general disclosures to its shareholders or take any action
to halt trading of its securities on the Alberta Stock Exchange until the negotiations
with Haven have been finalized." Give us break FALLIS, what are you trying to accomplish in this statement? Remember, Airworks is now currently managed by professional, capable and honest people. Are you trying to scare people into dumping their shares because there is going to be a halt.? There isn't at this stage so give us a break. Are you shorting the stock?
"Haven is aware that substantial funds are owed to Revenue Canada and the IRS
as well as other creditors. " When I spoke to FALLIS on the phone, he calimed that AWM owed over 2.5 million. This is rubbish! CLAYTON is quoted as saying a couple of hundred thousand dollars in the Edmonton Sun. If you would like the real number call Ms Knebel. Fianancing arrangements have been made in order to repay debt. As I understand it, the debt to Revenue Canada is as a result of a Tax decision that didn't go in favour of the company. Gee, that's not really unusal is it?
"Haven believes that its reorganization plan for AWM is essential for the protection
of AWM assets and its shareholders." Translation - we want to make a hell of a lot of money of this and if your lucky, we'll throw current shareholders a few scraps to keep us quiet.
After reading FALLIS's news release I gave him a call. Folks he hasn't changed. He's trying to sell this deal Bigtime, and in fact told me that he wasn't trying to "strongarm" anyone into accepting it. Why would he say that, if he wasn't trrying to? Here's how he explained the current "offer".
Haven Homes is a "clean shell" with an apparent seat or lisitng OTC Nasdaq BB. It does not currently trade, anywhere and I was told by FALLIS that there are currently 160,000 shares in it. The offer was further explained. HAVEN would inject 1 million dollars into the company with a further 5 million dollars to be injected once the takeover is complete. The 5 million would come from offerings. All current AWM shares would be transferred into HAVEN. For every 5 AWM shares you currently own, you would get one HAVEN share. HAVEN would then go to the market with an IPO of $1.00 US. This would make your new HAVEN share worth .28 cents Canadian based on an exchange rate of 1.40 Can per US dollar. FALLIS continued on to say that a second issue would be released at $1.50 US which is a whopping .42 cents Canadian. FALLIS followed up that with an eventual full listing on NASDAQ which would be $3.00 US or .84 cents Canadian on a consolidated basis. This $3.00 US is attainable but would certainly take awhile. In my own mind, I wonder if any of these guys will be around or interested in taking it to that level. He further added that the mess with GOEDE would be cleared up and that GOEDE would get his shares. In my opinion, GOEDE is the pricinciple reason that AWM is in this predicament .
Airworks is currently trading at .21-.24 cents, Canadian. Any announcement of financing should double that figure. Now, combine that with a resolution in the GOEDE /AWM lawsuits and I believe that we would easliy see $1.00 share price and higher. The important thing to consider is that control of the company remains in Canada, under the control of people we now know and trust. The company remains Canadian which is important for those of us who hold postions in our RRSP's .
Having read this, do the good folks at Haven Homes still look like White Knights?
Now for those of you may not have ever called Airworks I can tell you that right up until the lawsuit was launched by GOEDE, FALLIS was very high on the company. He still is, but he's looking out for himself now. We were and probably still will make a lot of money. I recall hearing FALLIS tell an investor at a software demonstration in February 1997 that he would begin to divest some of his investment in AWM when the share price hit $8.00 to $10.00 dollars. Yes, $8-$10.00. This past fall when GOEDE quit I spoke to FALLIS and was told that GOEDE was going to be a very rich man with $50,000,000.00 Now the math on that is, GOEDE was to be issued 2 million AWM shares so 50 million dollars based on 2 million shares is $25.00 each. Yes $25.00. Just prior to Christmas 1997 I again spoke with FALLIS and was told that I , along with other friends and family members that had invested in AWM were going to have a "very merry Christmas". I could go on and on but by now I think you may have the point. FALLIS can't and shouldn't be trusted. I have had enough of him. Sorry Blake, that's the way I feel. You made your bed and now that you can't sleep in it you have apparently found another.
At the beginning of this piece I stated that this proposal was not a good deal for Airworks Shareholders. It's rape and pillage, nothing more, nothing less. It is the last alternative. If this is the only offer that comes our way, then I'll concede. Begars can't be choosers. I remain confident however , that Ms. KNEBEL will find a suitable financing arrangement that will be beneficial to current and future shareholders. Once that's in the place there's nowhere for Airworks to go but forward.
Airworks will survive and flourish! |
