This document is boilerplate for the most part. But there is more revealing current information here.
Most people here are probably interested in the deal between JOC and Meade. I, amongst others, felt it would be a good fit between the entities involved. Obviously the deal fell through. JOC was not happy with its findings after due diligence.
Such is indicated by reading the Background of the Merger.
Here are some points extracted from there.
The first serious discussions started March 1, 2013 when Meade provided the first due diligence material to Jinghua/MI Europe (JOC).
On April 22 2013 JOC reduced its offer from $5M to $4M, based on their due diligence findings.
May 17, Meade and JOC sign a Merger Agreement and file such with the SEC. Due diligence continues.
June 11 Ningbo make a non-binding indication of interest at $5.5M. Per the Merger Agreement Meade inform JOC of the offer.
In my opinion, I think it was clear to both JOC and Meade that their deal would not be consummated. This is indicated by the fact Meade provided due diligence material to Ningbo the next day. Had JOC made serious objections, their agreement with Meade had not expired yet, this would not likely occur.
The real inflection point comes on July 11 when JOC formally offers to end their Merger Agreement and accept the $250,000 termination fee. This is filed on July 16.
Something I (we?) did not know about before; the MITC offer to increase their proposal to $4.50/share on July 25. That played into Meade’s hand and Ningbo pushed their offer up.
August 5 Meade signs an amended Merger Agreement with Ningbo.
So, now we are where we were when Meade signed a Merger Agreement with JOC and a shareholder meeting was scheduled, but it never happened. I do, however, feel this deal will go through in some form. Ningbo seems to want Meade, and Meade has no other options.
I could play the devil here and suggest another offer from MITC may be made. They’ve driven the stock price up with little in effort or expenses. Another $0.50 per share for what they own is icing on the cake. Huge risk involved however, they might end up owning something they know little about.
Thanks for that.
Yes, just about the final document. A quick skim reveals some key inflection points. I'll review it more later today.
The definitive proxy statement has been filed with the SEC and is available for review there. Shareholder meeting set for September 12th. I know its long, but for anyone who hasn't read it, its well worth while to read through the proxy document - there's a lot of good and relevant information there.