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  4. Bebida Beverage Co. (BBDA) Message Board

I think BW is giving serious consideration to taki

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Post# of 730
Posted On: 10/11/2013 9:12:30 AM
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Posted By: Whiplash_investor
Re: gladeshawk2 #261
I think BW is giving serious consideration to taking the company private. All he needs to do is get 50.1% of the shares under his control. Just speculating.


He could do that, but he can't without "consideration"...that's a legal term that is fundamental to contracts (in this case, we buy stock, we get a portion of the company - both get something, thus enforceable contract).  He can't take away your shares without providing fair compensation.  If he doesn't, a class action will force him to to do so...and fairly, possibly with punitive damages for trying to screw us.  It's one of the easiest cases to litigate and win.  Only issue would be determining the FMV of the company, which would force him to pay for 2 years worth of audits to determine that value.  If he were to go to any lawyer about going private, he will get a full understanding of this.

By the way, he needn't necessarily own 51% of BBDA to go private.  He need only to have less than 300 shareholders in the NOBO list and OBO count and to go private (BW deregistering BBDA shares)  and avoid any shareholder vote.  But he still must provide fair consideration, which can only be determined with 2 years of audited fins.  So you see, he's kind of in catch 22 about going private.  If he truly wants to do it, his best bet is to just go quiet (no fins, no PRs, gag TA, change AS to unlimited and watch the PPS slowly drop back to $.0001.  He could have started that last year after the run to $.02 and we would have been at $.0001 six months ago.  Then he could just lie on the Bid at $.0001 for as long as it takes to get most everyone out.  Then check NOBO, contact the remaining shareholders with a $.000X individual buyout.  His chances of lawsuit would be significantly lowered.  He could go private.

But I don't see any strategy playing out that way in his mind.  I think he cares about shareholders and I know he cares about having a successful company.  He doesn't need the legal problems or the notoriety with customers or the Eurasian crew.  Thus, I don't see going private to be a viable option at this juncture. 


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