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Microcap & Penny Stocks : PanAmerican BanCorp (PABN)
PABN 0.000010000.0%Nov 7 9:30 AM EST

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To: ISOMAN who wrote (36924)5/23/1999 11:02:00 PM
From: wonk  Read Replies (2) of 43774
 
The Reverse Merger went through in March.

Iso, I know that this subject has been discussed at length, but lets delve into this just once more.

Couple of points to start with:

1. Prior to the effectuated merger, PRWT was an empty shell - to the best of our knowledge no current assets, no long term assets except the videophone patent, no current or long term liabilities, a whopping 750 million or some odd shares outstanding.

2. Prior to March, since the reverse merger had not been completed, everything mentioned in the PRs was being done by PanAm (Nevada) since PRWT had not the wherewithal to do anything.

3. The Company claimed that shares would be exchanged one for one. (This is a non-sequitor)

First lets look at how stock mergers are accomplished. For example A wishes to merge with B. Both companies are debt free. A has 200 shares out; B has 100 shares out. If A's fair market value is equal to B, then A offers to exchange 2 shares of its stock for each and every outstanding share of B. Once the merger is done, there are a total of 400 shares for the now combined companies. Legally, the surviving entity is A, but significantly neither the former shareholders of A or B, if they voted their shares as a block, have control.

Now as you know a reverse merger is simply a merger where the shareholders of the acquired company have control of the surviving entity.

Why didn't the outstanding share count balloon when the reverse merger was accomplished?

What currency did the shell PRWT use to pay for PanAm (Nevada)?

What one would normally expect to happen is that if a private company, i.e., PanAm (Nevada) wishes to merge into a public shell, i.e., PRWT, then one first has to determine what the shell is worth. Forget the share count and implied market cap - a shell is worth something on the order of $50-$250 thousand - depending on who you listen to on SI.
The private company would then estimate what percentage of their equity they were willing to give up to the shell company owners to accomplish the reverse merger. So, for example, if the owners of the private company believed that their company was worth $2 million in cash, then they should own something on the order of 89% [ 1-(250/(250+2000)) ] of the total outstanding shares of the combined company, post merger.

If we apply that same logic to PABN, then the outstanding share count should have increased - post merger - to 6.75 BILLION - and that's assuming the private PanAM was only worth $2 million.

So how was this merger accomplished?

I thought that Schmitz (either personally or as a member of an investment group) purchased the original 400 million share block of PRWT. I suppose one could argue that PanAm (Nevada) purchased the original block of 400 million shares and hence the mathematics of what should be the outstanding share count become a little less ridiculous.

But the share count - post merger - didn't change, or changed marginally.

How was this merger accomplished?

The price that someone pays for something is generally indicative of what its worth.

Its just like mixing concrete - do the math - and tell me how this merger was accomplished.

ww
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