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Equipment Discussions >> Cats & Casses

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Starhawk
Space Ranger
*****

Reged: 09/16/08

Loc: Tucson, Arizona
Re: The plot thickens (Meade takeover) [Re: orion61]
      #5960312 - 07/08/13 10:36 AM

I've talked to Russ on the phone as well. His openness is really refreshing. Getting an honest discussion instead of biz speak makes me feel this is what having Meade go into good hands is all about.

My own career has made me a habitual contingency planner, and it sounds like they are prepared for all possible outcomes, and have done the homework so they understand them.

The worst trick here, though, is the lack of a deadline for the MITC offer. For all,I know they just wanted to get enough stock so they could become a swing voting block.

-Rich

Quote:

Quote:

Quote:

Got a PM from Russ at ES and he told me they were very busy with this Meade issue. In his PM he mentioned that their plans include fixing the LX80, modify the LX600 and offer it without the bells and whistles, and that the LXD75 fixes have been made and ready for release pending what name will be affixed to it. He also mentioned going modular with the mounts (believed he meant offering the OTA's and mounts separately). They're also considering name's for the business, maybe combining something to honor both businesses. I certainly hope JOC/ES wins this takeover battle over Meade.





I received a PM from Russ . It sounds to me that he and Scott feel confident of it swinging their way . Just kinda the tone that I read from the message . Hopefully it does go that way . Re releasing the LXD75 would be reversing a big Meade blunder IMHO . Maybe they could bring back the Schmidt Newt also , but with a halfway decent focuser on it .
A little gold trim might be nice too .




I have received both PM's AND Personal phone calls from Russ. I hope they get this done as well. Having them paying attention to the Forums and keeping a finger on the pulse of their potential Customer base is refreshing to say the least.
He also spoke of some system plans that were very positive and exciting. I'm hoping for the best for ES...
His open communication policy even now is better than Meade has had for decades.
I'm crossing my fingers.




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mark379
sage
*****

Reged: 02/07/09

Loc: New Jersey
Re: The plot thickens (Meade takeover) [Re: Starhawk]
      #5960361 - 07/08/13 11:26 AM

Well, I just heard that the Meade Board finally made the announcement/ recomendation to stockholders to reject MIT in favor of E/S JOC:
http://finance.yahoo.com/news/meades-board-directors-recommends-stockholders-...


Let's hope it pans out!


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EddWen
Pooh-Bah


Reged: 04/26/08

Re: The plot thickens (Meade takeover) [Re: Starhawk]
      #5960513 - 07/08/13 01:09 PM

If this is true, and "Russ" is an employee of Explore Scientific he is very likely in violation of a "Non-Disclosure Agreement" by making such disclosures. I would think Explore Scientific signed such an agreement if they are a participant in the merger negotiations. If they didn't, JOC certainly did, and as ES is owned/controlled by JOC, "Russ" would be subject to the agreement.

Such disclosures may also be in violation of SEC regulations - Meade is a publically traded company.

There are other parties interested in Meade, see the first post here. If they learn of such disclosures, a huge monkey wrench can be thrown into the merger process.

NB - I am not an attorney, but I have been party to M&A activities on both sides of the table.



Quote:

I've talked to Russ on the phone as well. His openness is really refreshing. Getting an honest discussion instead of biz speak makes me feel this is what having Meade go into good hands is all about.

My own career has made me a habitual contingency planner, and it sounds like they are prepared for all possible outcomes, and have done the homework so they understand them.

The worst trick here, though, is the lack of a deadline for the MITC offer. For all,I know they just wanted to get enough stock so they could become a swing voting block.

-Rich

Quote:

Quote:

Quote:

Got a PM from Russ at ES and he told me they were very busy with this Meade issue. In his PM he mentioned that their plans include fixing the LX80, modify the LX600 and offer it without the bells and whistles, and that the LXD75 fixes have been made and ready for release pending what name will be affixed to it. He also mentioned going modular with the mounts (believed he meant offering the OTA's and mounts separately). They're also considering name's for the business, maybe combining something to honor both businesses. I certainly hope JOC/ES wins this takeover battle over Meade.





I received a PM from Russ . It sounds to me that he and Scott feel confident of it swinging their way . Just kinda the tone that I read from the message . Hopefully it does go that way . Re releasing the LXD75 would be reversing a big Meade blunder IMHO . Maybe they could bring back the Schmidt Newt also , but with a halfway decent focuser on it .
A little gold trim might be nice too .




I have received both PM's AND Personal phone calls from Russ. I hope they get this done as well. Having them paying attention to the Forums and keeping a finger on the pulse of their potential Customer base is refreshing to say the least.
He also spoke of some system plans that were very positive and exciting. I'm hoping for the best for ES...
His open communication policy even now is better than Meade has had for decades.
I'm crossing my fingers.







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Calypte
Pooh-Bah


Reged: 03/20/07

Loc: Anza, California
Re: The plot thickens (Meade takeover) [Re: EddWen]
      #5960568 - 07/08/13 01:35 PM

Quote:

If this is true, and "Russ" is an employee of Explore Scientific he is very likely in violation of a "Non-Disclosure Agreement" by making such disclosures.



Yes, I'm astonished to read about "Russ." When I worked for a subsidiary of a publicly-traded company, all of us had to sign an annual non-disclosure agreement that also stipulated how long we had to wait after a public announcement before trading company stock. Since I worked in the IS department, we had a great deal of inside knowledge about the condition of the company and imminent events that might affect the stock.


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Starhawk
Space Ranger
*****

Reged: 09/16/08

Loc: Tucson, Arizona
Re: The plot thickens (Meade takeover) [Re: EddWen]
      #5960585 - 07/08/13 01:42 PM

How is someone at ES talking only about their own work and never discussing anything about their bid, discussions with Meade, or data from Meade a problem? I haven't been told anything more than they're in a wait-and-see and they've thought about stuff people mentioned in this thread.

This thread is a path where anyone with an interest in this event can find out what's known. Is it really wrong for a party to pipe up and say, "Hey, I've been reading what y'all are talking about while waiting to see what happens"? For all we know, the people behind MITC have been reading this. We know Meade has folks reading CN, and none of us knows if any of them have sent anyone a PM.

-Rich


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Stew57
Carpal Tunnel
*****

Reged: 05/03/09

Loc: Silsbee Texas
Re: The plot thickens (Meade takeover) [Re: Starhawk]
      #5960597 - 07/08/13 01:51 PM

If it is not "common" knowledge it could be construed as insider trading. It also depends on who signed what type of NDA. I witnessed some nasty stuff happen to someond whose mouth got away from them. Even though he spent some time in club fed he got to keep the bulk of his gains.

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Spacetravelerx
Carpal Tunnel


Reged: 12/23/12

Loc: New Mexico
Re: The plot thickens (Meade takeover) [Re: Starhawk]
      #5960604 - 07/08/13 01:52 PM

Russ near as I can tell just spoke about vision IF the deal happens. Broad ideas and concepts - which we all have. No final plans, nothing confirmed.

Nothing about the nuances of all the legal and purchasing items. None of the behind the scene stuff. None of the negotiations. And nothing new you can't find from the news.

What do I get from the posts about Russ's PMs from you folks is we have a vendor who is one of us, and wants to work with us. He can't promise everything, and we certainly can't get everything, but they do interact with the community. Essentially the his team will not work in a vacuum. And I think they will be cautious about what they release (i.e. it must work out the gate!).

Mind you, if he gets 1000s calling him, I think he will hit a limit!


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WesC
Carpal Tunnel
*****

Reged: 02/06/13

Loc: La Crescenta, CA
Re: The plot thickens (Meade takeover) [Re: Spacetravelerx]
      #5960613 - 07/08/13 01:56 PM

Well, lets all just hope the shareholders will follow the board's recommendation and that the JOC merger proceeds. That's the only hope for Meade now.

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Starhawk
Space Ranger
*****

Reged: 09/16/08

Loc: Tucson, Arizona
Re: The plot thickens (Meade takeover) [Re: WesC]
      #5960681 - 07/08/13 02:45 PM

Is there any way to find out what sort of progress the MITC bid has made?

-Rich


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bicparker
Carpal Tunnel


Reged: 02/07/05

Loc: Texas Hill Country
Re: The plot thickens (Meade takeover) [Re: Starhawk]
      #5960809 - 07/08/13 04:08 PM

The only announcement that means anything will be the one by whoever owns/buys/receives Meade (i.e., buyer or bankruptcy court). Anything else is just form and public posturing.

Meade's statement to not take MIT Cap's deal is just posturing and still doesn't mean anything. What did anyone expect Meade's Management and Board to say? "Sell to MIT Cap so we can be publicly fired and get personally sued by remaining shareholders"? They are only trying to not get dealt out of this game (which they may be already).

MIT Cap has put out their tender offer at a number well above the JOC offer. If enough people take it, there will be a proxy fight. If they don't, MIT Cap will still make JOC pay extra to make them go away. Lawyers for dissident shareholders are still trolling the waters. Right now, the only players at the table I see are the ones with money piles and that would include MIT Cap and JOC. Meade's Management and Board are mostly sitting on the sidelines covering their legal responsibilities and trying to protect what is left of their jobs. Short of pulling a DeLorean, there is little they can do to affect how the future events will play out.

I am amazed that anyone from ES (or any other party to this deal) says anything that would even be remotely related to the deal. If that is true, it was a reckless statement. Parties and employees involved should not even make a comment that uses the company's name in any context. That is the stuff that SEC insider trading actions and lawsuits are made of. During IPO's, mergers, joint ventures, and other similar significant activities, lawyers usually go to extraordinary lengths to make certain the employees and other related parties put a zipper on all comments.


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Calypte
Pooh-Bah


Reged: 03/20/07

Loc: Anza, California
Re: The plot thickens (Meade takeover) [Re: Starhawk]
      #5960820 - 07/08/13 04:14 PM

Well, it's Russ's issue to work out. "Common knowledge" is a funny thing. The company I worked for was private, but then we were bought by a public company. The public company happened to be best known (at least at the time) for their bicycles, among the last mass-market bikes made in the U.S. We regular employees parked our cars on public streets. Before any official announcement, I happened to be walking past a neighboring business, and the proprietor stepped out and asked me, "So are you guys going to get free bicycles?"

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Starhawk
Space Ranger
*****

Reged: 09/16/08

Loc: Tucson, Arizona
Re: The plot thickens (Meade takeover) [Re: bicparker]
      #5960838 - 07/08/13 04:25 PM

Bic,

You have to admit, if Meade's Management and Board did come out and say, "Sell to MIT Cap so we can be publicly fired and get personally sued by remaining shareholders," that would have been newsworthy.

-Rich

Quote:

The only announcement that means anything will be the one by whoever owns/buys/receives Meade (i.e., buyer or bankruptcy court). Anything else is just form and public posturing.

Meade's statement to not take MIT Cap's deal is just posturing and still doesn't mean anything. What did anyone expect Meade's Management and Board to say? "Sell to MIT Cap so we can be publicly fired and get personally sued by remaining shareholders"? They are only trying to not get dealt out of this game (which they may be already).

MIT Cap has put out their tender offer at a number well above the JOC offer. If enough people take it, there will be a proxy fight. If they don't, MIT Cap will still make JOC pay extra to make them go away. Lawyers for dissident shareholders are still trolling the waters. Right now, the only players at the table I see are the ones with money piles and that would include MIT Cap and JOC. Meade's Management and Board are mostly sitting on the sidelines covering their legal responsibilities and trying to protect what is left of their jobs. Short of pulling a DeLorean, there is little they can do to affect how the future events will play out.

I am amazed that anyone from ES (or any other party to this deal) says anything that would even be remotely related to the deal. If that is true, it was a reckless statement. Parties and employees involved should not even make a comment that uses the company's name in any context. That is the stuff that SEC insider trading actions and lawsuits are made of. During IPO's, mergers, joint ventures, and other similar significant activities, lawyers usually go to extraordinary lengths to make certain the employees and other related parties put a zipper on all comments.




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bicparker
Carpal Tunnel


Reged: 02/07/05

Loc: Texas Hill Country
Re: The plot thickens (Meade takeover) [Re: Starhawk]
      #5960848 - 07/08/13 04:31 PM

That would be a priceless response... sigh, these regulations just take all of the fun out of it.

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bicparker
Carpal Tunnel


Reged: 02/07/05

Loc: Texas Hill Country
Re: The plot thickens (Meade takeover) [Re: Calypte]
      #5960917 - 07/08/13 05:12 PM

It is Russ's issue (if that is what happened). But it can also unravel a deal which makes it an issue for all others involved. That is why there are non-disclosure agreements. To keep the deals from falling apart for all of the wrong reasons.

And many lawyers in the business would probably advise that your response to your neighbor is to:
1) Say nothing at all.
2) Tell them they must direct all comments to the company's legal advisor or PR firm.

I know that sounds extreme and perhaps a bit much... okay, it is crazy, but the current positions by the SEC and other recent civil actions have made that the only way to really protect all parties. The presumption of common knowledge here is something to the effect of...

If I work at an unrelated company that makes SCUBA gear, have absolutely no direct or even indirect connection to Meade, and am not otherwise considered an "insider", and I make comments about the Meade merger, then I am presumed to be working off of common knowledge. On the other hand, if I am deemed and "insider", even the same exact common knowledge comments would be considered as an insider perspective and such trades even remotely associated with those comments could be a cause for action. It's almost a "wink, wink, say no more" concept.

This, by the way, causes all sorts of problems for the sales staff of involved companies. It is those groups where a lot of insider slips often occur, partly because those sort of restrictions are very contrary to the dialog that most salespersons must have with their customers in corporate sales.

Quote:

Well, it's Russ's issue to work out. "Common knowledge" is a funny thing. The company I worked for was private, but then we were bought by a public company. The public company happened to be best known (at least at the time) for their bicycles, among the last mass-market bikes made in the U.S. We regular employees parked our cars on public streets. Before any official announcement, I happened to be walking past a neighboring business, and the proprietor stepped out and asked me, "So are you guys going to get free bicycles?"




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csrlice12
Postmaster
*****

Reged: 05/22/12

Loc: Denver, CO
Re: The plot thickens (Meade takeover) [Re: bicparker]
      #5960981 - 07/08/13 05:51 PM

I'm certain there is nothing in Russs contacts that isn't in the prospectus or otherwise known as "hopeful plans". Not like anything mentioned hasn't been suggested by multitudes here before.

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Spacetravelerx
Carpal Tunnel


Reged: 12/23/12

Loc: New Mexico
Re: The plot thickens (Meade takeover) [Re: csrlice12]
      #5960983 - 07/08/13 05:57 PM

I have talked with Russ about UofM, eyepieces (I think our eyes are going), some of my projects and Mackinac Island fudge. Nothing sinister there folks.

True, we did not talk about bacon.

If his team is successful, I might bug him with my ideas .

I can see a joke here tying in fudge with the SEC and lawyers...


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EddWen
Pooh-Bah


Reged: 04/26/08

Re: The plot thickens (Meade takeover) [Re: csrlice12]
      #5961004 - 07/08/13 06:09 PM

There is NO prospectus.

There are no forward looking plans made public made by JOC, ES or MIT Cap.

And, it is not possible for anyone on this forum to determine what is allowable disclosure or not. That is decided by lawyers and Judges.

You, I and others can do whatever speculation we would like, provided we are not party to these negotiations or have any significant stock holdings.


Quote:

I'm certain there is nothing in Russs contacts that isn't in the prospectus or otherwise known as "hopeful plans". Not like anything mentioned hasn't been suggested by multitudes here before.




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Calypte
Pooh-Bah


Reged: 03/20/07

Loc: Anza, California
Re: The plot thickens (Meade takeover) [Re: bicparker]
      #5961011 - 07/08/13 06:13 PM

Quote:

It is Russ's issue (if that is what happened). But it can also unravel a deal which makes it an issue for all others involved. That is why there are non-disclosure agreements. To keep the deals from falling apart for all of the wrong reasons.

And many lawyers in the business would probably advise that your response to your neighbor is to:
1) Say nothing at all.
2) Tell them they must direct all comments to the company's legal advisor or PR firm.



What floored me was that I only knew about the impending purchase of our company as a rumor I'd heard earlier in the day, but this other business owner already considered it a fact. Clearly, someone had loose lips, someone who knew a lot more than I did at that moment. This was in 1989. After 10 years, the public company that bought us ran into financial trouble, which even overseas sourcing of the bicycles (and other products) couldn't cure. The part that I worked for went private again. When a business sells their most profitable subsidiary, you know they're in dire straits. Where this has a bit of relevance to the telescope business (trying to steer this back to astronomy) is that offshoring may only delay the day of reckoning for bad decisions made earlier.


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EddWen
Pooh-Bah


Reged: 04/26/08

Re: The plot thickens (Meade takeover) [Re: EddWen]
      #5961018 - 07/08/13 06:19 PM

Following up on -Rich's and David's comments, perhaps the Meade BoD would have put themselves in a better position regarding their fiduciary responsibilities had they recommended the MIT Cap. Tender Offer.

By not recommending it, they put themselves in a position where they will have to explain why they preferred a lower value offer.


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Spacetravelerx
Carpal Tunnel


Reged: 12/23/12

Loc: New Mexico
Re: The plot thickens (Meade takeover) [Re: EddWen]
      #5961026 - 07/08/13 06:24 PM

Quote:

Following up on -Rich's and David's comments, perhaps the Meade BoD would have put themselves in a better position regarding their fiduciary responsibilities had they recommended the MIT Cap. Tender Offer.

By not recommending it, they put themselves in a position where they will have to explain why they preferred a lower value offer.




The BoD did explain why the rejected the MITC offer. If I recall, in a nutshell, nothing was firm with MITC, and if they took the MITC offer they owed JOC $250k. It is detailed in the news release...


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