Posted On: 04/10/2014 11:03:21 PM
Post# of 36729
Subject to approvals, this is a 'Merger Sub' arrangement according to 8-K. This is an agreement only -- a further explanation of the merger PR. This agreement is not a closing of the merger; and it's certainly not a consummation of the merger. Naturally, it's important to keep this in mind because there's a lengthy process ahead and, in matters like these, there are no guarantees.
The closing must occur on or before June 30, 2014, or the agreement can be terminated. The all-important consummation of the merger, assuming approval, takes months because of scrutiny required by state and federal regulators with heavy work loads. Judged by other mergers, figure Q4 2014 or Q1 2015, if approved.
An Information Statement with the SEC will be filed by SKTO. The SEC then takes its time to exercise its prerogative to approve or disapprove. There will also be the filing of the Certificate of Merger with the Secretary of State of the State of Florida and documents sent to Colorado and Delaware.
AEGY shareholders must approve (iequity has control). AEGY holder or holders by 10% of number of shares can block the merger although that's extremely unlikely. Even then SKTO may overule.
Merger Sub
'A merger subsidiary is an aquisition vehicle used by one company to acquire another company in a forward triangular merger or a reverse triangular merger. The acquiring company in a triangular merger will form a merger subsidiary, which is a third, separate company that is wholly owned by the acquiring company (in this context, the acquiring company is called the 'Parent'). The merger subsidiary will then merge with the acquired company in the merger. The merger subsidiary may continue to exist after the merger (as in a forward triangular merger) or it may disappear in the merger (as in a reverse subsidiary merger). A merger subsdiary is often referred to as Merger Sub in the merger agreement.'
The closing must occur on or before June 30, 2014, or the agreement can be terminated. The all-important consummation of the merger, assuming approval, takes months because of scrutiny required by state and federal regulators with heavy work loads. Judged by other mergers, figure Q4 2014 or Q1 2015, if approved.
An Information Statement with the SEC will be filed by SKTO. The SEC then takes its time to exercise its prerogative to approve or disapprove. There will also be the filing of the Certificate of Merger with the Secretary of State of the State of Florida and documents sent to Colorado and Delaware.
AEGY shareholders must approve (iequity has control). AEGY holder or holders by 10% of number of shares can block the merger although that's extremely unlikely. Even then SKTO may overule.
Merger Sub
'A merger subsidiary is an aquisition vehicle used by one company to acquire another company in a forward triangular merger or a reverse triangular merger. The acquiring company in a triangular merger will form a merger subsidiary, which is a third, separate company that is wholly owned by the acquiring company (in this context, the acquiring company is called the 'Parent'). The merger subsidiary will then merge with the acquired company in the merger. The merger subsidiary may continue to exist after the merger (as in a forward triangular merger) or it may disappear in the merger (as in a reverse subsidiary merger). A merger subsdiary is often referred to as Merger Sub in the merger agreement.'
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