>>How can he (as President) take the one asset of the company that has and value (and the reason that many of us invested - stock structures not withstanding), and simply declare it "reversed", null and void and walk away with it??? <<
Answer: He didn't. Depending upon the terms of the merger agreement, the public company (Midland) can unilateraly "reverse" it (with cause), or the public company (Midland) and private company (Arcon) must agree. Have to rememeber that Midland aquired Arcon (ie. bought it). There could be a clause (but I doubt it) for Arcon to "reverse" on it's own, but I doubt it.
How does reversing the merger help any MIDL stockholder??
Answer: All of the baggage associated with Arcon (which there will be due to Fisher, including lawsuits against Arcon/possible lack of patents due to Fisher screw up) is eliminated.
If the merger were not reversed, then Midland would be liable in any lawsuits against Arcon. Also, Fisher could sue Midland for cancelling his shares arguing that he was entitled to them under the terms of the merger since he owned part of Arcon. No merger, and Fisher is entitled to zero Midland shares and they must either be returned OR money paid to Midland. The 'reversal' is a key requirement in making this legal process by Midland less cumbersome.
The reasoning of "Cleaning the corporate shell" doesn't make a lot of sense - eliminating the key asset in order to go after a crook?
Did Arcon really own the rights to DF-144 and the other patents that Fisher was supposed to file??? If the answer is NO, then this key asset is essentially worthless, plus the legal liabilities associated with Arcon (due to Fisher), plus all the shares issued for Arcon, plus extra legal difficulties in recovering money/shares.
Too many balls to juggle, divide and conquer, and in the end at a mininum MIDL shareholders will have a 'clean shell' with some cash (from the shares Fisher illegally sold) or the shares recovered.
Given the circumstances, the Midland Board of Directors acted in the best interests of the shareholders (whether or not all shareholders would agree). Assume the worst case scenario, no DF-144 rights, Arcon baggage, no revenue since no DF-144, shares issued for Arcon aquisition outstanding. Seems like a crappy deal for MIDL shareholders to me, and the Board of Directors primary responsibility is to protect shareholders interests at all times.
Best case scenario:
#1: MIDL shell gets cleaned up, and can aquire another company, but this time do background checks on all involved before agreeing to merger (as well as other things).
#2: Spriggs has documentation to prove that he has the DF-144 rights (and/or somehow extracts them from Arcon & it's baggage).
#3: MIDL aquires Spriggs cleaned up company.
#1 is a certainty, and MIDL can find another aquisition (that is better, on the level of DF-144, or something) that will generate profits.
Kurt |
