kevin
New Member
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Post by kevin on Feb 20, 2016 16:49:02 GMT
Has anyone who filed for appraisal gotten any notification or official notice from Ocata, Astellas, or any other entity that you have in fact perfected your appraisal rights? Delaware law says "Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective." Does the SEC filing take care of that requirement or should it come as a more personal communication?
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Post by vzveteran on Feb 20, 2016 17:03:52 GMT
10 trading days, would put it out to the 24th... We'll see this week.
I sent an email this past week to Astellas attorneys, and they responded saying that they needed to confer, and will get back to me....haven't yet and no response to subsequent emails from me.
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kevin
New Member
Posts: 16
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Post by kevin on Feb 20, 2016 17:52:33 GMT
You're right, they could mean 10 trading days.
Hopefully Astellas gets back to you soon, if I hear anything I will post as well.
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Post by kukkido on Feb 21, 2016 9:59:41 GMT
I got back last nite. Jet Lag. Ive been reading here about the Appraisal Rights and what we can do.
First, you must know the questions the courts are going to use to determine the Appraised Valued of OCATA at the time of Merger. There is a good read that I found about the Process. Excuse me if its been posted before. I look forward to chatting with Andersen Slater and find out more about the Attorneys. I'm reading their Bio, it doesn't see like they specialize in Appraisals Rights. That is why they need to research it. I was looking at several other attorneys who have track records concerning this matter. If Vz or Moon have other firms please let me know so I can contact them. I want to square this up by Friday so I can see which firm will work for us. I have several attorneys in California and could offer advice, because they will have clients utilizing Delaware Corporate Law to Incorporate.
So, looking for two things I can find and if there is someone helpful that would be great.
1/ The names of the original law firms that were solicitating our group to join their class action. I think there were three.
2/ The names and numbers for the 2 firms Vz or moon said they were contacting.
3/ Call Andersen and Slater to get more information because they have a self imposed deadline and want people to come up with some cash and commit to them taking 30% of the Over.
4/ Start putting our ducks in a row to offer our Best Information for the Expert Witness to do the Evaluation on the Value and Future Value of OCATA.
5/ I want to be a point man on this and work with others who can offer support or offer guidance. I would be willing to meet with our potential Attorney in their office to go over our Appraisal Rights Lawsuit. I have no problem.
6/ Alot of us have in the past been our own experts on this issue. Nobody has to be specialized in this field to appraise a company. We value companies all the time. Lets go get some value numbers and present them to the Attorney and find some experts to present their best case scenarios to the Court.
I don't want know to hear no Bullshit.; I know what I'm doing and have a clear understanding of what needs to be done.
1. Some of the Shareholders are in limbo with there newly received stock certificates and have no idea as to what goes on next. So, I want to get a check list together so we can all be informed. I will start calling attorneys next week and have three proposals by the end of the week. We need to get in control of this and our group can get this done. Who is left to fight on.
I want to meet with Law firm for our group and pass along detailed information and find our pathway forward. I am willing to work with anyone on this group to obtain information in a format to be presented in court. So by the end of this week, I will have interviewed several attorneys and let you know my opinion on how to move forward.. If you have any other ideas don't be shy to let us all know what your intentions are. I am willing to fly next week to Delaware to personally meet the Attorney and sign an agreement. Who wants to go with me?
Okay, its late and i'm jet lag. Keep up the communications. I have a request, I see ICELL is having problems with any information concerning OCATA. I want all that data and dates so I can start to compile a analytical point of reference and do the comparisons with Mesoblast and Avalanche, two very successful companies, Cough cough. They started out like gang busters and took a dive. But, we could have been better then those two. I want all the IP Property Itemized so we can value the company moving forward. I don't want to hear no shit about its not worth anything that is a plain lie. so lets beat them at their game.
I have been to Japan, Jham lives in Japan. we know how these companies run. I understand the US Legal System, and the fact that the financial burden is passed to the surviving company Astellas, We will win hands down. We just need good data. Show me the BEEF. NOW> someone. I'm looking for all the documents running up to the Deal with Astellas and use some Freedom of Information Act Policy to get info about the company. I, as a shareholder, have my rights. I will fully expect them to fulfill this. We don't really know the deadline involved but someone might call IR and ask. I will call my brokers and start there tomorrow. I'M PISSED.
Okay, any other help will be helpful. I am looking forward to taking some expert Depositions for this case and I can find a number of Experts right here so we can make our case. I want to be proactive and do some ground work for the Case. i can fly so lets go. How many people are on board Vz, can you get the number of people and the number of shares. I would like to talk with Astellas Attorney's, Do you have the numbers Vz. I would like to bump into Dr. Lanza one day in South Randolph where he resides and spend some minutes having him explain to me what happened.
I'm Back,
Kukkido.
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Post by vzveteran on Feb 21, 2016 13:59:15 GMT
We need to get a tally on all the outstanding and tendered shares. The company should provide that by Wednesday I'm guessing. Bogeyfree had a laundry list of fiduciary failures by Wotton.
We have Patti's transcripts. I'll email her and see if she tendered.
We need to get the word out beyond this site's reach. Maybe someone with dual membership with iCell can PM members and ask them to join us here, before Feeed pulls the site down..
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Post by vzveteran on Feb 21, 2016 16:07:14 GMT
Patti responded, and forwarded my email to her email list. Hopefully we can get some more folks on board here and pool our resources.
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Post by kukkido on Feb 21, 2016 18:51:03 GMT
Hey Vz,
I would like the Astellas Atty you had talked to. Or if you can point me in the direction of their contact phone numbers that would be great. Also, because I cant get into ICELL, the phone numbers of the Class Action Attorneys who were first contacting us at the beginning of this merger. I want to see if there are any attorneys already working on it.
I would like to get a clear definition on the Appraisal Rights and the Process moving forward. My shares came are in Cede's name and want to know what to do and what are next step is. Did they give notification that we can obtain appraisal rights or did they lack in their fiduciary duties by not contacting the shareholders. I didn't get contacted and my shares are in my hands.
Thanks,
Kukkido
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Post by moonfiddler on Feb 21, 2016 19:31:00 GMT
I got back last nite. Jet Lag. Ive been reading here about the Appraisal Rights and what we can do. First, you must know the questions the courts are going to use to determine the Appraised Valued of OCATA at the time of Merger. There is a good read that I found about the Process. Excuse me if its been posted before. I look forward to chatting with Andersen Slater and find out more about the Attorneys. I'm reading their Bio, it doesn't see like they specialize in Appraisals Rights. That is why they need to research it. I was looking at several other attorneys who have track records concerning this matter. If Vz or Moon have other firms please let me know so I can contact them. I want to square this up by Friday so I can see which firm will work for us. I have several attorneys in California and could offer advice, because they will have clients utilizing Delaware Corporate Law to Incorporate. So, looking for two things I can find and if there is someone helpful that would be great. 1/ The names of the original law firms that were solicitating our group to join their class action. I think there were three. 2/ The names and numbers for the 2 firms Vz or moon said they were contacting. 3/ Call Andersen and Slater to get more information because they have a self imposed deadline and want people to come up with some cash and commit to them taking 30% of the Over. 4/ Start putting our ducks in a row to offer our Best Information for the Expert Witness to do the Evaluation on the Value and Future Value of OCATA. 5/ I want to be a point man on this and work with others who can offer support or offer guidance. I would be willing to meet with our potential Attorney in their office to go over our Appraisal Rights Lawsuit. I have no problem. 6/ Alot of us have in the past been our own experts on this issue. Nobody has to be specialized in this field to appraise a company. We value companies all the time. Lets go get some value numbers and present them to the Attorney and find some experts to present their best case scenarios to the Court. I don't want know to hear no Bullshit.; I know what I'm doing and have a clear understanding of what needs to be done. 1. Some of the Shareholders are in limbo with there newly received stock certificates and have no idea as to what goes on next. So, I want to get a check list together so we can all be informed. I will start calling attorneys next week and have three proposals by the end of the week. We need to get in control of this and our group can get this done. Who is left to fight on. I want to meet with Law firm for our group and pass along detailed information and find our pathway forward. I am willing to work with anyone on this group to obtain information in a format to be presented in court. So by the end of this week, I will have interviewed several attorneys and let you know my opinion on how to move forward.. If you have any other ideas don't be shy to let us all know what your intentions are. I am willing to fly next week to Delaware to personally meet the Attorney and sign an agreement. Who wants to go with me? Okay, its late and i'm jet lag. Keep up the communications. I have a request, I see ICELL is having problems with any information concerning OCATA. I want all that data and dates so I can start to compile a analytical point of reference and do the comparisons with Mesoblast and Avalanche, two very successful companies, Cough cough. They started out like gang busters and took a dive. But, we could have been better then those two. I want all the IP Property Itemized so we can value the company moving forward. I don't want to hear no shit about its not worth anything that is a plain lie. so lets beat them at their game. I have been to Japan, Jham lives in Japan. we know how these companies run. I understand the US Legal System, and the fact that the financial burden is passed to the surviving company Astellas, We will win hands down. We just need good data. Show me the BEEF. NOW> someone. I'm looking for all the documents running up to the Deal with Astellas and use some Freedom of Information Act Policy to get info about the company. I, as a shareholder, have my rights. I will fully expect them to fulfill this. We don't really know the deadline involved but someone might call IR and ask. I will call my brokers and start there tomorrow. I'M PISSED. Okay, any other help will be helpful. I am looking forward to taking some expert Depositions for this case and I can find a number of Experts right here so we can make our case. I want to be proactive and do some ground work for the Case. i can fly so lets go. How many people are on board Vz, can you get the number of people and the number of shares. I would like to talk with Astellas Attorney's, Do you have the numbers Vz. I would like to bump into Dr. Lanza one day in South Randolph where he resides and spend some minutes having him explain to me what happened. I'm Back, Kukkido. Hi kukkido! You're back and rarin' to go....and we sure need ya'! Vzveteran, and others have also been very diligent, but hopefully you can take the lead...you have certainly spelled it all out! I also contacted a law firm here in Philadelphia last week....Fox Rothschild....but they didn't bother to get back to me....so probably forget them. There is another firm I'm aware of, that specializes in this type of Delaware law....I'll post it later tonight after I find the name, but you'll figure out, and know, the best way to go. Thanks again very much and best! moonfiddler |
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Post by moonfiddler on Feb 21, 2016 19:47:16 GMT
Hey Vz, I would like the Astellas Atty you had talked to. Or if you can point me in the direction of their contact phone numbers that would be great. Also, because I cant get into ICELL, the phone numbers of the Class Action Attorneys who were first contacting us at the beginning of this merger. I want to see if there are any attorneys already working on it. I would like to get a clear definition on the Appraisal Rights and the Process moving forward. My shares came are in Cede's name and want to know what to do and what are next step is. Did they give notification that we can obtain appraisal rights or did they lack in their fiduciary duties by not contacting the shareholders. I didn't get contacted and my shares are in my hands. Thanks, Kukkido Hi kukkido again! Our shares are also in Cede & Co (we have the paper certificate, stock is not in our Scottrade account), and Scottrade is supposed to get back to us Monday or Tuesday about a few questons we had asked. We received no other documents, etc. It seems Scottrade's legal department is not even sure about this whole process....so how can we, the shareholders, have any confidence in what we're doing? We had asked how we could possibly separate some of our shares (small percentage), to sell at the offering price....and then keep the bulk to go to court. Weezz olde, and may need some of the money that will be tied-up....especially if for years? No one seems to know nuttin'! I'm so glad that your PISSED.... and on the move! (we sure are pissed, too!). Thanks again and best, moonfiddler |
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Post by thechurchmaus on Feb 21, 2016 20:30:05 GMT
dear kukk or mr dumpster diver as i call you!i hope you are getting over your jetlag.mine is always worse going west.
if you let off the charge just a little and look at the threads/posts here on this site you will find a few answers to your questions.
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Post by moonfiddler on Feb 22, 2016 1:31:07 GMT
Hey Vz, I would like the Astellas Atty you had talked to. Or if you can point me in the direction of their contact phone numbers that would be great. Also, because I cant get into ICELL, the phone numbers of the Class Action Attorneys who were first contacting us at the beginning of this merger. I want to see if there are any attorneys already working on it. I would like to get a clear definition on the Appraisal Rights and the Process moving forward. My shares came are in Cede's name and want to know what to do and what are next step is. Did they give notification that we can obtain appraisal rights or did they lack in their fiduciary duties by not contacting the shareholders. I didn't get contacted and my shares are in my hands. Thanks, Kukkido Hi kukkido again! Our shares are also in Cede & Co (we have the paper certificate, stock is not in our Scottrade account), and Scottrade is supposed to get back to us Monday or Tuesday about a few questons we had asked. We received no other documents, etc. It seems Scottrade's legal department is not even sure about this whole process....so how can we, the shareholders, have any confidence in what we're doing? We had asked how we could possibly separate some of our shares (small percentage), to sell at the offering price....and then keep the bulk to go to court. Weezz olde, and may need some of the money that will be tied-up....especially if for years? No one seems to know nuttin'! I'm so glad that your PISSED.... and on the move! (we sure are pissed, too!). Thanks again and best, moonfiddler Here is the name of a very highly respected Philadelphia law firm that specializes in securities litigation. They may be very costly....not sure about contingency? Several offices throughout the country....including one in San Diego, CA. Their website talks about class action lawsuits, but appraisal suits would probably also be included. May be worth contacting them.... Barrack, Rodos & Bacine 3300 Two Commerce Square 2001 Market Street Philadelphia, Pa 19103 215-963-0600 215-963-0838-Fax www.barrack.com Philadelphia, PA San Diego, CA New York, NY Conshohocken, PA Lansing, MI Newark, NJ __________________________ from their Home Page: Protecting what we stand for. When it comes to defending our clients’ rights against some of the world’s biggest companies, BR&B has the creative intellect and resources to prevail in even the most complex cases. In just over 35 years, BR&B has recovered billions of dollars on behalf of victims of corporate fraud in a number of litigation areas, including: Securities class actions on behalf of institutional investors Derivative and breach of fiduciary duty actions by corporate shareholders Antitrust class actions on behalf of victims of price-fixing conspiracies Class action litigation on behalf of consumers ____________________________________ Info about Barrack..... Leonard Barrack is the senior and founding partner of Barrack, Rodos & Bacine, a Philadelphia law firm. He has a long and distinguished history in litigating securities and antitrust class actions and complex commercial litigation throughout the country. Since the enactment of the Private Securities Litigation Reform Act in late 1995, Mr. Barrack has led the securities bar in fulfilling the PSLRA’s mandate to facilitate and encourage institutional representation in securities class actions. He was the first to represent an institutional investor, the Pennsylvania Public School Employees’ Retirement System, as lead plaintiff in two major securities class actions initiated in early 1996. For the past six years, Mr. Barrack has been selected as a Pennsylvania "Super Lawyer" in the field of Securities Litigation. |
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Post by kukkido on Feb 22, 2016 6:43:40 GMT
Engstrom, Lipscomb & Lack
10100 Santa Monica Blvd, 12th Floor
Los Angeles, CA 90067
Phone: 310-552-3800
Fax: 310-552-9434
Cotchett, Pitre & McCarty, a litigation law firm
San Francisco Airport Office Ctr
840 Malcolm Road, Suite 200
Burlingame, CA 94010
T: 650.697.6000
F: 650.697.0577
These are my attorneys. Have a look, someone there will know, its just if I can get someone interested. Ill make a call tommorrow, maybe they have a contact in Delaware. My case is listed under their Class Action Lawsuits.
Kukkido
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Post by kukkido on Feb 22, 2016 7:10:31 GMT
Thanks Church, These are the Law firms who were after the Shareholders to file a Class Action Suit a couple months back, Anyone have any contact with them. Thank you for contacting us concerning the proposed acquisition of Ocata Therapeutics, Inc. (the “Company”) by Astellas Pharma Inc. I have been asked by Charles Piven to respond to your inquiry with information regarding our firm’s investigation and belief that valid claims exist. The Company may not have been adequately shopped before the Board entered into the transaction. A shareholder action stems from the refusal to sell the Company at the highest price reasonably possible so that shareholders can obtain full value for their shares. Further, an action will seek to ensure that you and other shareholders are, at minimum, provided with all information necessary to make a fully informed decision whether or not to support the transaction, including information sufficient to confirm that the Company’s Board considered and reasonably rejected factors that might not support its good faith recommendation of the deal. This type of case (one that seeks to ensure that the transaction is fair and that the related disclosures are complete) is litigated on an expedited basis. If you would like to protect your interests and those of the other public shareholders, it is important that you sign, date and fax to us pages 3 and 4 of the attached letter setting forth the terms of our proposed representation as soon as possible. Our fax number is 410-685-1300. If it is more convenient for you to scan and email the document, please feel free to do so. Your participation will most likely require no time other than receiving information by mail or email. There is no risk in participating as a plaintiff, and at no time will you have to pay any legal fees and/or expenses. Please let us know if you have any questions or concerns. Thank you for your interest, and we look forward to hearing from you soon. Mary Hoffman Legal Administrative Assistant to Charles J. Piven Brower Piven, A Professional Corporation 1925 Old Valley Road Stevenson, Maryland 21153 T: 410-415-6616 ---------------------------------------------- Thank you for your email. We are happy to be your counsel and commence a class action for you free of charge. We are a full service class action firm and specialize in securities fraud and corporate takeover litigation. Although every case is different, we have a strong track record and in 2014 alone, we were involved in a number of cases listed below obtaining or resulting in more money for shareholders as a result of our litigation efforts. Berry Petroleum Company ($600 million) Jeffries Group, Inc. ($70 million) EnergySolutions, Inc. ($36 million) Orchard Enterprises, Inc. ($11.75 million) (195% over deal price) Force protection, Inc. ($11 million) Past results afford no guarantee of future results. Every case is different and must be judged on its own merits but this should give you an indication of what we have done in the past. In the instant case, it appears that the board of directors may not have acted in your best interest as a shareholder, which is a fiduciary duty violation to the shareholders and/or the company. In order to redress this wrong, we are prepared to aggressively litigate the case on your behalf and other shareholders, which will give us an opportunity to scrutinize the board’s actions and hopefully help you protect and/or increase your investment. Bringing a class action has no economic risk to you since we will take full responsibility for all costs and expenses regardless of the outcome. If you wish to allow us to commence a class action suit then all you need to do is (1) print the retainer agreement available here, (2) review and sign the retainer agreement and (3) fax or email it back to us at your earliest convenience. We ask that along with the retainer agreement you also send us a copy of your most recent brokerage statement or trade confirmation to verify that you do own shares in order to challenge the actions of the board members. We will keep this information confidential. Regards, Juan E. Monteverde, Esq. FARUQI & FARUQI, LLP 685 Third Avenue, 26th Floor New York, NY 10017 Tel: (877) 247-4292 FREE or (212) 983-9330 F: 410-685-1300 --------------------------------------------------------- The Briscoe Law Group Campbell Centre II 8150 N. Central Expresway, Suite 1575 Dallas, Texas 75206 Telephone: 214-239-4568 Facsimile: 281-254-7789 www.thebriscoelawfirm.comRe: OCATA - Class Action Suit- Class Representative Brittney Thompson (shareholders@thebriscoelawfirm.com) Add to contacts 11/11/15 shareholders@thebriscoelawfirm.com Thank you for your interest. Based on analyst pricing, historical trading prices and potential future prospects for the company, we are concerned that the consideration is not adequate for the shareholders. We are looking for current shareholders who are interested in bringing a lawsuit against the company and its board of directors. Through this lawsuit, we will ask for access to the proprietary information that the board had to consider and hire experts to determine if the proposal was the best move for the shareholders or if the directors are acting in their own personal interest. Since you have extensive history with the company and have followed it closely, your participation could be very helpful. If you would like to participate, our retention agreement can be found at www.powerstaylor.com/engagement/. Please review and electronically sign the agreement at your earliest convenience. There is no cost to you to participate but you will be required to hold at least some shares throughout the lawsuit. We will update you periodically as the case progresses but please do not hesitate to contact us with any questions or concerns. Brittney Thompson Certified Paralegal ---------------------------------------------------------- Okay, I will start with these people and work towards some kind of answer to what is going on. I think not enough people were interested in the Class Action and no further action was taken by the firms. But, i wont know until I call. JIMHO. Kukkido |
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Post by vzveteran on Feb 22, 2016 12:05:29 GMT
Hey kukkido, check your pm.
vz
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Post by thechurchmaus on Feb 22, 2016 19:35:56 GMT
a few thoughts as to appraisal rights and class action lawsuits.
i dont know wether its possible to do both.
with a court appraisal we have some idea as to the endpoint (2 to 3 years).
not so with class action.it can take many years.the lawyers draw you in with no upfront cost and take nearly all at the end.
it seems both obligate you to hold shares.that may be the reason why astella took all the shares(tendered and non tendered as far as i know)to nip all of this in the bud?
with appraisal rights we get interest,6% compounded per year,for the shares committed.the average return over the years with a value adjustment was 15% per annum for shares going that route.
to proof wrongdoing in a class action against a board/c level with them having insulated themselves is questionable to me.
with choosing a lawyer to file for appraisal rights in delaware we have 120 days from the closing of the deal and i am going to wait to see whats coming up there might still be a large shareholder(s),industry insiders,who will show the way.
i have not heard anything yet from fidelity as to splitting my shares.
also..the cost for the appraisal process (1 lawyer plus experts)is to be split on a per share basis as the court decides with a chance of astella having to pay some too.lets hope for many shares!
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Post by kukkido on Feb 23, 2016 6:56:01 GMT
Well, here is what I did today.
Called the Three Law firms that were trying to get us interested in a Class Action. These are like ambulance chasers for Merger and Acquisitions that they can make money off of. So, they have some information about a firm selling and the shareholders not happy, then they put out their marketing for their firm.
Farouqi, isn't working on this, Briscoe law group is working with another lawyer and they are in Houston and Dallas, I spoke with Billy Briscoe's assistant and she said she had never heard about OCATA, so they are out. Brower Piven, referred me to an attorney in their New York office, and I left a message and he did not return my call yet., but I don't expect one.
I left a message at CPM, Cochite Pitre for Adam Zapala and Im sure he will call me back, shortly. I spoke to Attorney Robert Bryson from Engstrom, Liscomb and Lack, he never worked on appraisal rights but will try to find out information for me. He was in a deposition so I couldn't bother him. I dont think they will take any case like this, But I can ask them for some help on finding a credible firm and get some better information on what the legal process is moving forward.
I mean some of my shares are in Cede's name, which I have physical possession of and some of my share from TD Ameritrade haven't come yet. So, I need to get a clearer picture what I need to do. If whatever firm who takes our Case needs to get an Expert Witness, I want to see if there are any out there who will be in our favor. We know we were under appraised badly to get this deal done. How could PW ever not get a second opinion or hire another Expert to appraise the company.
If I get any more information I will post it. I will follow up with the attorneys tomorrow. I will also call Call Andersen and Slater to get more information.
Thanks,
Kukkido
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jak
Junior Member
Pic reflects current mood
Posts: 88
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Post by jak on Feb 23, 2016 18:04:15 GMT
I also believe "appraisal rights" path would be preferred over "class action". Kukkido, do any of the firms you talked to keep less than 1/3 of the upside (over $8.50) as payment, compared to the first firm I contacted?
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Post by thechurchmaus on Feb 23, 2016 18:42:43 GMT
i have initiated contact with eric andersen at eric@andersensleater.com.i think he might be the right guy for the appraisal action.
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Post by vzveteran on Feb 23, 2016 18:55:47 GMT
i have initiated contact with eric andersen at eric@andersensleater.com.i think he might be the right guy for the appraisal action. Flat fee or contingency? What about joining an already filed appraisal? |
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Post by thechurchmaus on Feb 23, 2016 19:20:48 GMT
there should be no upfront cost.according to delaware corp law 262 (READ IT)reasonable lawyers and expert fees will be determined by the court and dished out on a per share basis with a possibility that astella might also have to pay.
you would not have to join anything because when one files and your shares are accepted by the court for appraisal you are automatically included.
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