"Paligent proposes to acquire all of the issued and outstanding capital stock of IFL in consideration of the issuance to the common and preferred stockholders IFL of shares of common stock of Paligent in an amount such that the present common and preferred stockholders of IFL would own 95% of the issued and outstanding common stock of the post-acquisition company, subject to adjustment for future issuances. In connection with the merger, Mr. Kurtz has also agreed to convert Paligent's current indebtedness to him of approximately $600,000 into additional shares of common stock. It is estimated that Mr. Kurtz will own approximately 20% of the outstanding common stock of the merged company."
Disclaimer, I am tired, but my reading of the above is as follows:
Kurtz (Paligent) was an existing Shareholder of the IFL. I'll get to why in a moment.
Current owners of IFL will own 95% of the post-merged entity, which will be public (OTCBB).
Kurtz was an existing SH, because if you read no. 2 above, with statement that Kurtz will own 20% of the post-merged entity, it suggests he was already an investor.
Most importantly, I do believe this suggests this was the IFL's plan all along---backdoor reverse merger into the public markets by merging with, essentially, a public shell (hence, Mr. Kurtz's involvement with the IFL).
Pending SH approval (LOL) and due diligence review (LOL), of course.
Who gets the other, unaccounted for 5%?
The coaches?
Existing Paligent shareholders?
Ibank?
To answer your question Cindy-O--
It is very interesting!
Cindy-O--
Do you by chance know Zombie-Boxer?
Yawn. Who would buy this stock?
"Who gets the other, unaccounted for 5%?"
You saw Superman III, with Richard Pryor, right? It's gotta be something like that!
Didn't see it Pupa--what happened?
"Yawn. Who would buy this stock?"
Since its IPO about six years ago WWE (World Wrestling Entertainment) has lost about 1/3 its value.
(IMO - bet against the declining U.S. dollar as well as with better-than-U.S. relative strength with EWC, EFA, & FXI)
Of course the stock will tank. Institutional investors are needed to purchase large quantities of stock and help drive up the price. They aren't going to invest in some fight company without a proven record of cash flow or some value worth their while....
20% interest at $600,000.00, what is it worth now?
Actually, What kind of investment would this be if most of its revenue comes from the TV and PPV deals?
Ultimate Fight Night is in a small venue that is sold out with a very small number of people.
It sounds like an interesting way to reward the coaches with stock options. They are surely going to generate some TV income and I'm sure they will be open to fine tuning as they go.
Could make some of the coaches some good money.
> Pending SH approval (LOL) and due diligence review (LOL), of course.
It is not a done deal, necessarily... Paligent, the shell, has had at least two announced acquisitions fall through... it sold its biotech program a long time... Paligent has been looking around for a while to do something like this - I believe they formerly tried to do acquire a company called SoyToy, which sells (or sold) a soy milk machine (thought not in reverse merger structure).... also tried to acquire Digital Products, Inc, which makes prison monitoring equipment... Note, in the late 90s, it was an internet company called HeavenlyDoor.com, which was the "first publicly traded consumer and funeral industry Web portal"...
When is UFC going public?
There is a bigger picture here. This is a reverse acquisition. the IFL's only interest in Paligent is that they are already public. That is it.
The IFL is banking on the fact that the TV deal will bring forth the fruits of labor they are looking for. Whether the ticket sales are there or not right now is not the most important thing. If TV is successful, the ticket sales will come along with sponsorhips and that is what they are banking on.
Back to my day job, I was looking forward to getting rich from an IPO. Oh, well.
"Didn't see it Pupa--what happened?"
Be grateful you didn't. One of the worst movies ever, top 20 at least. But, now that I remember the movie a bit more the analogy isn't very apt (I'm awful tahrd, pa). Anwyay, in the move, Richard Pryor plays some half wit/genius (whatever the plot requires) who writes a computer program that siphons off half a penny, some corny decimal off the end of every business transaction, and after a while it adds up to serious dough. Somebody gets wise to it and they're like, "Hey, where're all the fractions of pennies off these deals going to?"
I'm sure that didn't make any sense,.
Okay, my face is melted from waiting for the Pride results like the sick addict I am. Bye bye now.
Is it publicly available?
> Paligent's stock has shot up 50% over the news!!!
LOL... meaning what?... it has basically been a dormant shell since 2001 (except for monitoring the out-license of its drug program)... certainly would be expected to "shoot up" after this...
"From inception [1985]through December 31, 2005, the Company has generated no revenues from product sales or services, has not been profitable, and has an accumulated deficit of $155.5 million. During that period, the Company was dependent upon corporate collaborations, equity financing, interest on invested funds and borrowings to provide the working capital necessary for its operations and research and development activities. Losses have resulted principally from costs incurred in research and development activities related to the Company's efforts to develop drug candidates and from the associated administrative costs required to support these efforts. In addition, in connection with the acquisition of HDC, the Company also incurred losses in connection with the development of the Company's Internet business and related marketing activities. The Company expects to incur additional losses as it considers its strategic alternatives."
Since 2001, Paligent Inc. together with its subsidiaries (collectively, "Paligent" or the "Company") has been engaged in seeking business opportunities to maximize value for its shareholders. During this time, the Company entered into several letters of intent that proposed the acquisition or merger of business ventures, including enterprises controlled by Richard J. Kurtz, the principal stockholder of the Company. The Company conducted significant due diligence in connection with these proposed transactions as well as preliminary due diligence relating to other proposed business combinations. However, the Company ultimately determined not to proceed with any of such transactions and continues to evaluate various strategic alternatives, including acquisitions of new operating businesses and technologies as well as potential merger opportunities."
"As of December 31, 2005, the Company has working capital and stockholders' deficits and has limited cash to fund its operations. The Company is presently relying on borrowings from its principal stockholder to fund continuing operations. See "Item 13. Certain Relationships and Related Transactions"