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Author Topic: Two Canadian tech firms combine ( Masterfile )  (Read 14180 times)

Robert Krausankas (BuddhaPi)

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Two Canadian tech firms combine ( Masterfile )
« on: August 22, 2011, 04:38:14 PM »
In todays news, thank to another poster from bringing this to out attention!

http://www.windsorstar.com/business/fp/Canadian+tech+firms+combine/5290109/story.html
Most questions have already been addressed in the forums, get yourself educated before making decisions.

Any advice is strictly that, and anything I may state is based on my opinions, and observations.
Robert Krausankas

I have a few friends around here..

Jerry Witt (mcfilms)

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Re: Two Canadian tech firms combine ( Masterfile )
« Reply #1 on: August 22, 2011, 05:27:34 PM »
I'll follow up with my reply from that thread:

This IS interesting. How does a company that is trading at 9¢ a share and has a market cap of less than $11 million (Arius 3-D) manage to buy a company (Masterfile) for $21.4 million in cash?

I'll tell you what. If I was being hassled by Masterfile I would look at this transaction VERY closely. There is something _odd_ going on here.
Although I may be a super-genius, I am not a lawyer. So take my scribblings for what they are worth and get a real lawyer for real legal advice. But if you want media and design advice, please visit Motion City at http://motioncity.com.

Katerina

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Re: Two Canadian tech firms combine ( Masterfile )
« Reply #2 on: August 22, 2011, 06:54:27 PM »

SoylentGreen

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Re: Two Canadian tech firms combine ( Masterfile )
« Reply #3 on: August 22, 2011, 06:57:06 PM »
inb4 layoffs.

S.G.


Bekka

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Re: Two Canadian tech firms combine ( Masterfile )
« Reply #4 on: August 22, 2011, 09:15:00 PM »
Quote
I'll tell you what. If I was being hassled by Masterfile I would look at this transaction VERY closely. There is something _odd_ going on here.

Could you elaborate a little bit about what you are thinking?

SoylentGreen

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Re: Two Canadian tech firms combine ( Masterfile )
« Reply #5 on: August 22, 2011, 11:19:00 PM »
I'll tell you what I'm thinking.

The purchaser is publicly-traded.  If the demand-letter schemes continue, we'll get some interesting info publicly released about the extortion activities.

If the demand letter schemes are abandoned, the many people who comprise the "MF copyright troll team" will be let go.

S.G.



Jerry Witt (mcfilms)

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Re: Two Canadian tech firms combine ( Masterfile )
« Reply #6 on: August 23, 2011, 01:00:46 AM »
Quote
I'll tell you what. If I was being hassled by Masterfile I would look at this transaction VERY closely. There is something _odd_ going on here.

Could you elaborate a little bit about what you are thinking?

I honestly don't know what is going on. I am just suggesting that this is worth watching.

Something just feels off. For one, the financing seems weird. This small company is acquiring this much larger company. In fact their last financial statement says:

The Company reported a net loss for the year ended March 31, 2011 of $3,730,834, a decrease of $641,327 over a net loss of $4,372,161 for fiscal 2010. As at March 31, 2011, the Company had a negative working capital of $1,982,399.

Close to 2 million dollars in the hole and they are BUYING Masterfile? Odd.

I invested in a company a few years ago called Syntax-Brillian. They made affordable LCD panels in the USA. The company was formed by merging a small publicly traded company with a very large private company. The merger made it possible to drive the price of the stock up. Things looked great for the company but within a matter of months several new deals were announced with over-seas companies. Then, suddenly, Syntax-Brillian announced they were filing for bankruptcy protection. The over-seas companies bought the IP from the company at fire sale prices and the investors got nothing.

Now I am NOT saying that is going on here. This is a totally different set of circumstances. First, this is all against the more speculative Canadian Venture market. But I would just watch and see what develops over the long game.

Another thing that seems odd is that Arius3D is touting how they will be the only company to offer 2D images and 3D models. This doesn't make sense. I don't see the advantage. You are either looking to license one or the other and they are not interchangeable.

I also wonder if Arius3D knows they are joining up with a company that threatens customers and potential customers with legal action regardless of the information presented. I see a lot of ill will on the Internet toward Masterfile. And this multimillion dollar deal hinges on Arius3D obtaining funding.  "The closing, scheduled for October 31, depends upon Arius3D's ability to raise the financing necessary to complete the sale."

If you read the article at:
http://www.marketwire.com/press-release/arius3d-to-acquire-masterfile-tsx-venture-lzr-1551561.htm you will get even more information about this affair. Seems like both parties really need this deal to go through. And it sounds like Loewen Ondaatje McCutcheon Limited has been tagged to do the initial financing. Is that company aware of the manner in which Masterfile conducts itself?

Look, I'm just throwing a bunch of questions out there. And maybe all this is much to do about nothing. But I'd encourage you to poke around a bit more. You can become a Arius3D shareholder for 9 cents and then you have right to ask any questions you want. They don't have a person in charge of Investor Relations, but if you identify yourself as a shareholder the CEO (John Wood) or Chairman (David Beutel) will more than likely get back to you.

Best of luck.
Although I may be a super-genius, I am not a lawyer. So take my scribblings for what they are worth and get a real lawyer for real legal advice. But if you want media and design advice, please visit Motion City at http://motioncity.com.

Bekka

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Re: Two Canadian tech firms combine ( Masterfile )
« Reply #7 on: August 23, 2011, 10:30:54 AM »
Do you know if the 3D models are just images of 3D models or actually models that can be purchased and animated?  Masterfile has a few 3D images, but not sure if they are actually models or just pictures of the models.  The reason I am so interested with this new merger info is that one of the options I was going to propose to Masterfile as a second option (once they turned my first one down to settle their claim) was to provide them with custom created 3D models that could be used for animation purposes until the amount they asked for was satisfied.  Then out of the blue, here comes this news....LOL! Now, I believe I will just sit back and watch for a while.


SoylentGreen

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Re: Two Canadian tech firms combine ( Masterfile )
« Reply #8 on: August 23, 2011, 11:13:06 AM »
Great info by 'mcfilms'; I hadn't thought of that.

'Bekka', offering MF some content as a settlement seems like a good idea.
The problem is that MF probably doesn't really 'sell' much to actual customers anymore.
So, they'd have to wait for someone to 'infringe' on what you provide to them in order to make any money.

S.G.


SoylentGreen

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Re: Two Canadian tech firms combine ( Masterfile )
« Reply #9 on: August 23, 2011, 11:38:38 AM »
I visited the Arius3D Corp website.
What's with that crappy website?  LOL.
Has anyone else checked it out?

I thought that perhaps it wasn't functioning correctly along with my proxy.
But, I don't think that's case.

If you visited that website, would you want to buy anything, or even know what product you wanted?

It's rather strange.

S.G.


Katerina

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Re: Two Canadian tech firms combine ( Masterfile )
« Reply #10 on: August 23, 2011, 01:32:24 PM »
i have checked this web site. it worked fine. but what a crap is there! and this company is buying masterfile?????no wonder why Steve of MF turned them down for the first time....

SoylentGreen

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Re: Two Canadian tech firms combine ( Masterfile )
« Reply #11 on: August 23, 2011, 01:57:55 PM »
Agreed.

By the way, what happens if this merged company can't make enough money?
Are we going to see a whole new wave of demand letters to generate revenue?

It could be real mess.  Maybe MF can sue their new partner if things don't go as planned?

oh, and Getty Images is doing the same thing as Righthaven.
Righthaven pursues settlements over content that it doesn't own copyrights for.
Getty pursues settlements over content that it doesn't own copyrights for, either.
Good luck with that.

S.G.

Katerina

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Re: Two Canadian tech firms combine ( Masterfile )
« Reply #12 on: August 23, 2011, 02:53:29 PM »
I am thinking of different....
If 2 companies merged, then they form a new legal entity, which is a different firm or corporation, with different tax numbers and stuff like this. in copyright registration forms masterfile puts "masterfile" as the owner of copyright for their compilation. does it mean that their registration will become invalid when they bought out by another company????? I am not sure if it all makes any sense, just wondering.....
also, if Steve sells his company, then he is not responsible for for future,  lets say, lawsuites against masterfile if this happens, right? this will become the headache of a new owner. so what he gets - he made enough on infringement letters, then, considering what had happened with rightheaven and what is going on with getty, he might think of selling as a good idea to leave for "retirement" with 21 mln, as more and more people are getting aware of their tactics and prefer to fight (in one of the articles - they were loosing about 5-6 mln in annual profit, if I am not mistaken - "It had revenues of $22.3 million in 2010, down from $27.5 million in 2009, a drop that was "largely attributable to the impact of the world financial crisis," according to the Arius press release." ). and what the new owner gets? the totally proven scheme of extorting money and a great base of ready compilations from Masterfile + all trained people for that: "Pigeon expects Masterfile will continue with business as usual. He'll remain president for the foreseeable future, and "we get to keep all our people."
This is just a thought, but who knows?

SoylentGreen

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Re: Two Canadian tech firms combine ( Masterfile )
« Reply #13 on: August 23, 2011, 03:46:33 PM »
The two companies will become a new entity.
This has been described as a 'merge', however it does appear that Arius will purchase masterfile.

It's not a done deal as yet:

"Arius3D, which has been trading on the venture exchange under the ticker LZR since last February, expects the deal to close by Halloween 2011. Should the deal fail to close or gain necessary approvals by October 31, Arius has agreed to pay Masterfile $750,000 in termination fees."

http://www.cbc.ca/fp/story/2011/08/22/5290109.html

I mentioned a potential lawsuit between MF and Arius if this doesn't work out.
Anyone who thinks that it couldn't happen if the deal goes sour is out of touch with reality.

All rights will transferred from MF to Arius3D.

"The Company intends to raise the funds necessary to satisfy the cash portion of the purchase price through an agreement with an arm's length entity ("Financing Partner"). The Company is currently negotiating an agreement with Financing Partner pursuant to which (i) Financing Partner will acquire Masterfile's contractual rights to the pictures and images currently (and to be) licensed by Masterfile (the "Masterfile Library") for $20 million in cash, (ii) Masterfile will provide distribution services to Financing Partner and (iii) Masterfile and/or Arius3D will receive a participation interest in the net profits (after the payment of applicable royalties to the respective artists/licensors) to be obtained from Financing Partner in connection with the Masterfile Library."

http://www.marketwatch.com/story/arius3d-to-acquire-masterfile-2011-08-19

But the problem remains that the photographers/artists still hold the copyrights of individual images and not MF in many cases.
So, they're really back to square one like Getty and Righthaven.  Attempting to transfer the right to litigate without transferring the actual copyright is moot.

It's standard practice in the business world these days to paint aquisitions as a "merger of equals".
It's also standard practice for companies to publicly state that nobody will be fired.  But, neither of these are true in most cases.
These statements are simply public relations intended to keep things stable as much as possible.

Sounds like Pigeon's probably ready to retire.
He's likely staying on for now; that keeps the illusion of 'stability' going.
He'll probably become a consultant to the company, and then retire.

"I'm 60 years old. I can't do this forever," says Masterfile CEO and largest shareholder Steve Pigeon of his decision to sell the agency."

http://www.pdnonline.com/pdn/news/3-D-Imaging-Company--3436.shtml

Pigeon also sent a shot across the bow of the competition.  But's kind of like trying to say that Jeffery Dahmer is better than Ted Bundy:

"Masterfile's contributing photographers are also "heaving a sigh of relief we didn't sell out to Corbis or Getty," Pigeon says. Those agencies have imposed less favorable terms on contributors to agencies they have purchased in the past."

http://www.pdnonline.com/pdn/news/3-D-Imaging-Company--3436.shtml

The future of the extortion letter scheme is uncertain in my opinion.
Many uninformed people paid through the nose for a while, but people are getting more educated these days.
The only thing that really makes people pay is court or the prospect of court.
Despite what some people who earn a living from these scams will tell you on this forum, the court challenges haven't been all that successful for the copyright trolls.

Anyone elese notice that 'photographer' aka 'helpi' is "off" on Tuesdays?
Also, inb4 "libel".  Come at me, bro.

S.G.







« Last Edit: August 23, 2011, 06:09:32 PM by SoylentGreen »

photographer

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Re: Two Canadian tech firms combine ( Masterfile )
« Reply #14 on: August 23, 2011, 07:37:34 PM »

Anyone elese notice that 'photographer' aka 'helpi' is "off" on Tuesdays?
Also, inb4 "libel".  Come at me, bro.

S.G


Glad to see I made such an impression on you. Besides which its wednesday.
Good to see that the reasoned argument has gone out the window and you are comparing me to someone Ive never heard of on a different continent.

Keep up the good work, or whatever it is work you do.

I still know nothing about masterfile though.

 

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