Two Canadian tech firms combine ( Masterfile )

[SoylentGreen]

I'm sure that it's Thursday on some proxy somewhere.
But, yes.  You've made an impression.

S.G.

[Oscar Michelen]

MF makes a good deal of income from the copyright infringement claim business so I doubt the new entity is going to just give up the revenue stream and I am sure that all the paperwork will clearly assign all of MF's rights in the images to the new entity. I am as curious about the numbers as everyone else is, but it should indeed be interesting to see the new public company have to report its financials.

[SoylentGreen]

Here's an analysis of Arius3d's bid for Masterfile.
A few of the points have been mentioned on the forum already.
But, it's interesting nonetheless.  It does fail to mention that Arius3d will MF 750k if the deal falls through and that MF is a copyright trolling business.

http://photobizcoach.com/2011/08/25/in-the-case-of-masterfile-another-one-gets-bought/

Enjoy.

S.G.

[Jerry Witt (mcfilms)]

My favorite line was something I can relate to:

The author said Masterfile can "...continue to being squeezed by industry giant Getty who will mow everything and everyone in their path to the ground. "

[SoylentGreen]

Hey, 'Mcfilms' yeah that zinger caught my eye too!

I found some more info that's interesting.

John Wood CEO of Arius3d resigned days after the Arius3d/MF proposal was inked:

"My personal and professional support of the Company is an expression of confidence in the extraordinary potential, which I believe the combined company can achieve," said Wood. "Now, my focus is on assisting the Company in raising the capital needed to close this acquisition and in developing new business for Arius3D. Therefore, I have informed the Arius3D Board of Directors of my resignation as CEO and as a director."

There's a lot of information about the financials there too, including:

"Arius3D has agreed to pay Masterfile a termination fee of $750,000 in certain circumstances, including if (i) Arius3D chooses not to complete the transaction if TSXV approval is not obtained or if Arius3D is not satisfied with the results of its due diligence investigation or (ii) Masterfile chooses not to complete the transaction if TSXV approval is not obtained, or if on or prior to the day which is 3 business days prior to the Closing Date written evidence is not provided to Masterfile that Arius3D has secured financing to enable it to pay the maximum amount of the cash portion of the purchase price, or if Arius3D does not provide funds to enable Masterfile to repay approximately $3 million of debt held by two lenders of Masterfile.

Arius3D has deposited an amount equal to the Termination Fee into an escrow account to secure the payment of the Termination Fee."

There's also this, which made me LOL:

"Arius3D will maintain the Masterfile brand and goodwill."

Read more here:

http://financial.tmcnet.com//expense-management/news/2011/08/24/5726176.htm

For those who don't know the "TXSV" is the Toronto Stock Venture Exchange.
It's for "emerging companies".  I've also seen companies on the regular exchange have their trading halted and put onto the TSXV when their market capitalization fell too low.

S.G.

[Bekka]

or if Arius3D does not provide funds to enable Masterfile to repay approximately $3 million of debt held by two lenders of Masterfile

.
I find this most fascinating.  How is this even relevant?  Masterfile gets $750,000 if to pay on existing debts....what a deal!

[SoylentGreen]

I don't really get it, either.
From the info provided, it appears that Arius3d with perform a "due diligence investigation" and seek financing after signing an agreement with a termination clause.
Seems a bit risky.

S.G.