BNN Technology Share Discussion Threads

[perfect choice] 16/7/2018 10:47

The combination of what is right now a UK unlisted company with a Nasdaq junior listed company and what seems an unlisted USA company is bound to create some level of complexity but only in the stages (as dlm2602 has gone though) that the 3 party merger in effect has to go through to get to the end result.

I was thinking like you dlm2602 in that if the PaaS provide is also listed, wouldn't this transaction require an announcement, so was coming around to the idea they are private right now. The reason I and others I suspect may have thought they were listed is that the original RNS last year stated BNN were talking to two USA listed companies so implied this other company was that second USA listed company after Micronet (now MICD). But Equally BNN could have down selected to 1 listed company and now working with the PaaS to come to market as a merged company.

On the completion date, the SEC filing states "All parties expect to close and complete the Proposed Transaction by late Q3’2018/Q4R17;2018". So that means Sept-Dec 18 as the window of completion.

SEC filings also state the offer for the MICD acquisition will be undertaken within 90 days of the initial purchase of shares (which took place on 21st June so that is the starting point) and BNN has around $26M of cash and investments (combination of initial share purchase, remaining shares to get to 50.1% and £20M cash and equivalents - all stated in SEC filings) for the whole transaction.

Potential valuations clearly looking good for share holders as per posts over the weekend.

[ripplevale] 16/7/2018 10:24

dlm2602

You are on the money with your analysis

[and11] 16/7/2018 09:22

DLM your pretty much spot on with your assessment of how this is going to role out.Remember BNN have been working on this for at least 9 months now. It’s now under the times lines of the SEC for the whole package to be fully approved & then re-introduced to the market as the enlarged company. BNN have suggested & in imho I expect this to be trading by mid Q4 if not before....GLA

[dlm2602] 16/7/2018 09:06

Also, if the third party company was listed, wouldn't they have to inform the market that they are in negotiations with regards a merger. It is a significant event and I would have thought that this would have to be disclosed.

Vegpatch, I agree that the more complex the deal, the more inflated the bankers fee will likely be. But the deal itself is very straightforward. BNN merges with third party company and lists on the Nasdaq via MICT. The complexities are as a result of agreeing how the pie is split - how much BNN, third party company and MICT shareholders get of the enlarged company, and how much of that is cash and how much is shares for the 3rd party company. It seems to me that the cash/shares element to the 3rd party company has been calculated so that BNN shareholders hold 50%+ i.e have effective control.

With my rose coloured spectacles on, I can see why those in the know are so bullish. BNN has moved on from the position it was in when it was suspended 10 months ago. The business has matured and its cash burn is under control.
The third party company in combination with BNN may be valued more highly than each company separately. But the owners of the third party company clearly prefer this route rather than listing alone - maybe because for them it gives them a chance to grow the business more quickly.
BNN shareholders benefit as the rating applied to the combined company may be that much higher as it is valued as an PaaS provider focussed on China.

All guesswork on my part and no doubt the shorters will be out in force but i'm glad i'm not in their shoes.

[sandcrab2] 16/7/2018 09:05

Vedgepatch,I have yet to read any official document sent to shareholders which made any sense at all

The only people who were ever told in plain English what the deal is about are newspaper editors who are given a 2 page sheet of A4 spelling the whole thing out in plain English

For mushrooms who actually have skin in the game, only the most tortuous legalisms suffice

[newmanontheblock] 16/7/2018 08:14

Some positive posts! If the 3rd party is a private/private Ltd company, there are going to be less hurdles. Which means we are more likely to hear sooner!!

[charlesdarcy] 16/7/2018 06:45

DLM ..
Thanks for your thoughts ...
VEG ..
Yes I can see your thoughts as well as it does look a odd way of doing a deal but I hope the reason you give is not the one .

[vegpatch] 15/7/2018 22:00

Just read the SEC filings. It’s a corporate financiers dream. V complex: a buys shares in b but B then buys A, company C, OPCOs, fund raisings etc.

All these values being bandied about are theoretical values based on to be issued shares.

I suspect it’s v complicated for 2 reasons. 1) the bankers get paid more that way and 2) its the old street card trick- look at what my left hand is doing so you dont look at my right hand.

Good luck to you holders. Either you have got extremely lucky and can get out or you are the patsies.

Ask yourself the question : can I understand this deal?

If you can’t maybe it’s you who is the patsy....

[dlm2602] 15/7/2018 21:53

CD,

I'm not sure how you define dilution in the context of this deal. Broadly speaking we are swapping 1 share in BNN for half a share in BNN plus half a share in the third party company. The deal agreed assumes (after cash adjustments) that the value of BNN is broadly the same as the 3rd party company and I guess the investment bank has been involved in determining that this is reasonable. If the 3rd party company is listed then at least you have a valuation of the business that you can use. If so, maybe we should look for PaaS providers on Nasdaq valued around $162m. My guess is that the 3rd party company is not listed but if it chose to go it alone this would be the value recommended by the investment bank. To answer your question I think if the third party company is unlisted it is likely to be more conservatively priced so dilution for BNN shareholders (whatever that means) would be less. There are so many moving parts in this deal which will impact on the eventual price.

[charlesdarcy] 15/7/2018 19:58

DLM ..
Interesting post , would this mean a far less if any dilution for BNN shareholders if not a listed company already ?

[dlm2602] 15/7/2018 16:03

This is pure speculation on my part but I do not think the 3rd party company is listed (well certainly not on Nasdaq). If it was then why did it not enter into a reverse takeover directly with BNN and thus cut out the middle man being the shareholders of MICT?

The current transaction is quite convoluted but what you can see from the details registered with the SEC is that significant cash payments (circa $72m) will be made to the owners of the 3rd party company on completion. This in my view is more typical behaviour of a private company listing than an already listed company merging with another.

I also think this may explain why those in the know are so bullish about the outcome. Frequently high tech stocks list on Nasdaq and massively appreciate in value in the first few days. Perhaps the the third party company does not have the critical mass and depth of products to list on its own. But combined with BNN it becomes a much more attractive proposition. Also if the third party company was already listed I think the price appreciation would be less as some investors may already have exposure to the combined company through the 3rd party company. The demand for shares would be less.

AIMHO

[charlesdarcy] 15/7/2018 11:48

Thx Bergsy ...
Looks promosing

[bergsy] 15/7/2018 09:56

Maybe a small detail , but shows things are progressing. Latest sec fillings show micronet technologies Inc have changed their name to MICT Inc. I presume this is going to be the new name of the merged company. Small steps but in the right direction hopefully!!

hxxps://www.sec.gov/Archives/edgar/data/854800/000121390018009175/f8k071318_micronetenertec.htm

[and11] 15/7/2018 09:39

Www the non local (who knows to much), who has no interest in BNN, has never held any stock (but said he did at one point) doesn’t allow any questioning of his content in his posts & then cry’s wolf! Good luck with your short www....😂8514;😂ԅ14;

[wetwestwales] 15/7/2018 01:06

Oh wot a laugh, a few days working on new registration sales marketing and I see this nonsense. How much are BNN shares worth after a further 35% investment and a reverse into a 3rd party ? £2.50 or £5 ? Beyond me. Anyway, when is this all supposed to happen. This side of Christmas ? Oh, which Christmas ? I hear DM is scurrying around trying to find £15m from Cheshire locals. Don’t know why. Ps, any accounts out yet (been busy)? Pps: Diane is a R Liar: go away you BNN insider. This B.B. doesn’t need BNN Board members like you and Ayesha4 and MyAlterEgo and LowerP etc to give the BNN spin. How about u go way with your Cloudy Bay ?

[genises] 14/7/2018 23:34

just remember why you all invested in here.
China is such a small country.The potential is huge and not many companies have the opportunity to enhance the share price with such major deals.
Start of a long journey comes to mind like amazon and Apple were 10 years ago.


Shorters we will wait and see if you burn and how Badly

[wla2510] 14/7/2018 18:43

Dear Dianec and other shorters/tricksters.
I do not need sectioning. I think one of my fellow medics would have noticed if I did. For some time I admit that the shenanigans at BNN and some of you weirdos posting about cash being burnt had me rattled about the future of my investment. It is my only shareholding and represents a high proportion of my overall monetary worth. However, now I am aware of this deal and the implications for BNN sharegolders I am relaxing on holiday. I will not respond to any more from you/your sort so don’t waste your time. BNN shareholders are going to do well.

[dianecarberry] 14/7/2018 18:22

"Charles D - big II looking for substantial return on 80p investment and are very happy with proposed deal. I expect value of BNN shares after dilution equiv to $2-2.50."



wla2510

You need sectioning.

[dianecarberry] 14/7/2018 18:21

"I have my own opinion and have also been speaking with a substantial holder and I think the opening return will be around 70p depending on the final dilution if any ?"



LOL

What are these deluded cretins smoking ?