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Post by moonfiddler on Feb 25, 2016 21:54:43 GMT
i guess some brokers are better than others!it is certainly possible to unlock some shares.ask them to put some shares back into your account.they will be taken by astella when the time to file for appraisal expires.be firm and threaten them with cancellation of your account.tell them fidelity does it all for nothing and not to charge you another dime.rip off artists and too lazy to boot to do any research. Thanks church.....we may just let it all go for appraisal, but hope it doesn't take more than 2 years for settlement (hopefully there'll be a settlement quickly before court). |
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Post by kukkido on Feb 26, 2016 9:12:37 GMT
Hey Moon and Group,
Some people have requested directly to Astellas to make settlement, its early in the process and there are deadlines. First, the Effective date is the merger date, February 10th and everything starts from there. There are two deadlines, 60 days to let Astellas know you Dissent and perfect it, and 120 days to file a suit. If someone can correct me please do.
Effective Date: Feb 10
60 Days: April 10th
120 Days: June 9th
I met with an attorney today and will know by tomorrow if I will have him draft a settlement agreement and followup directly with Astellas. He said that he would represent me and if others shareholders wanted to be added on, he will have an engagement letter for them. The Cost is $400 for letter and follow up phone calls. The First letter is to request negotiations to start immediately as time is of the essence. If there is any other letters or due diligence he will have to charge. I told him we have all the information he needs and he will only have to collate it and write the letters. He said Astellas could react right away or drag this on depending upon how many shareholders there are. That is why its important to get a copy of the Shareholder list from Astellas. I asked him to demand it as apart of the Settlement Letter.
I will let everyone know when I finalize with the attorney.
Kukkido
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Post by kukkido on Feb 26, 2016 9:19:34 GMT
Hey Moon, Let me call because I had Scottrade account too. I spoke with Eric and he said you can trade part of your shares. I will let you know. Sometimes you have to get to the right person. Eric told me that once you have the Certificate you can go to any broker and trade part of them in, Unless he was incorrect. That is why I am curious. Kukkido |
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Post by vzveteran on Feb 26, 2016 12:47:45 GMT
Ok guys this is where the rubber meets the road. I am in with Kukkido on this initial step. We probably have to individually sign on with this atty. The way I see it, it's an inexpensive first step, with no long term commitment until the deadline. Pay as you go, sounds better that leaving 25%+ on the table as contingency. All my opinion.
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kevin
New Member
Posts: 16 
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Post by kevin on Feb 26, 2016 12:52:22 GMT
Me too, I am in. Let me know what is needed for the initial letter.
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Post by vzveteran on Feb 26, 2016 13:09:24 GMT
Hey Kukiddo,
What do you think about making up an email address where those that want in can send you their information phone, address etc. They can PM you for that, so we can control spam to an extent.
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Post by vzveteran on Feb 26, 2016 13:16:34 GMT
With almost 190,000 tallied so far that's almost 13% of the reserved shares. Might be enough to get Astellas' attention.
Would be nice if we knew of the count, if any, over at iCell.
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Post by sundog on Feb 26, 2016 13:18:35 GMT
...when might we receive the list showing dissenters?
Correct me if I'm wrong, but only one party has to file and others can piggyback.
Is it AG with the 2+mm shares? Has he filed? ....we need that list.
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Post by vzveteran on Feb 26, 2016 13:19:30 GMT
We are looking into getting that list
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Post by moonfiddler on Feb 26, 2016 16:31:58 GMT
Hey Moon and Group, Some people have requested directly to Astellas to make settlement, its early in the process and there are deadlines. First, the Effective date is the merger date, February 10th and everything starts from there. There are two deadlines, 60 days to let Astellas know you Dissent and perfect it, and 120 days to file a suit. If someone can correct me please do. Effective Date: Feb 10 60 Days: April 10th 120 Days: June 9th I met with an attorney today and will know by tomorrow if I will have him draft a settlement agreement and followup directly with Astellas. He said that he would represent me and if others shareholders wanted to be added on, he will have an engagement letter for them. The Cost is $400 for letter and follow up phone calls. The First letter is to request negotiations to start immediately as time is of the essence. If there is any other letters or due diligence he will have to charge. I told him we have all the information he needs and he will only have to collate it and write the letters. He said Astellas could react right away or drag this on depending upon how many shareholders there are. That is why its important to get a copy of the Shareholder list from Astellas. I asked him to demand it as apart of the Settlement Letter. I will let everyone know when I finalize with the attorney. Kukkido Thanks again kukkido! We're with you, and are very appreciative of all the work you're doing!! Hope everyone else will join in... Also, thanks for looking into Scottrade. For the $600 fee it doesn't seem like much was involved on their part, and they seem uncertain of the process. ICell doesn't seem to be working for me....only partially. Wonder what happened to all of the dissenters there? |
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Post by kukkido on Feb 26, 2016 17:04:27 GMT
Good morning.
Im waiting for a plumber again this morning. I received another message from another attorney this morning on the Appraisal Rights Suit. They need more information to ascertain if they can accept. They are a big firm. Here is the email:
Master Don,
In reviewing these cases, and assuming Delaware law applies, we need to know from the outset whether buy-out involved cash or if the transaction was in stock? If the transaction is entirely a stock trade, then preliminarily we may not be able to maintain a claim. In addition, although procedurally it appears these cases are more streamlined in that they typically are not subject to motions to dismiss or summary judgment, they can be extremely costly to prove. This is due to the fact that we have to hire experts to conduct detailed analysis of the company in order evaluate the fair value of the transaction. We nevertheless need more information before we can evaluate our law firm's interest in pursuing this matter. Specifically, we need the following:
- Purchase agreement
- Sale agreement
- any note / security documents
- documents relating to assumption of debt
- any guarantees
- any schedules listing the asset value on the financials
- all financial statements going back a few years (i.e. balance sheet + income statements)
- any audited financials reviewed by an accounting firm
Let me know whether you can gather this information and when we might expect receipt of same. Also please let us know when the buy-out/merger transpired. I copied my associate on this case who is assisting me.
Thanks
Robert
Robert T. Bryson
Engstrom, Lipscomb & Lack
10100 Santa Monica Blvd., 12th Floor
Los Angeles, CA 90067
310-552-3800
310-552-9434 fax
**************************
*Confidentiality Notice *
**************************
This message is intended solely for the use of the addressee(s) and is intended to be privileged and confidential within the attorney client privilege. If you have received this message in error, please immediately notify the sender and delete all copies of this email message along with all attachments. Thank you.
So, what do you think? Can we get all the information for this attorney. We need a team effort on this.
Kukkido
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Post by thechurchmaus on Feb 26, 2016 17:24:22 GMT
what work is the lawyer going to do?write a bill and collect?if you want to lawyer up get one in delaware.i am going to be a freeloader.
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Post by vzveteran on Feb 26, 2016 17:27:03 GMT
Thanks Kukkido,
This was an all cash deal. Bogeyfree had a ton of information. Can someone with access to iCell reach out to him and whomever else may be interested?
It seems this atty wants a lot upfront as far as info goes, and we would at some point, need to provide it no matter who we use.
We can still send a letter in the mean time to see if Astellas is open to negotiation no?
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Post by kukkido on Feb 26, 2016 17:37:18 GMT
Here is what I discussed with the attorney in Los Angeles at my meeting yesterday. The previous message was from the big law firm (ELL)who handled Erin Brokovich. This Attorney is private practice and graduated from USC Law School. I trust him as he was from a personal reference.
Lets see where we want to go:
The attorney has a busy day tomorrow as he has to file a brief in court and will work on it this weekend. He will charge $400 to draft the letter and follow up with any phone calls to Atty. Phillips as needed. Yesterday, I told him he said $300 and he said that didn't include any follow up phone calls or conversations with Covington. He said he can do a lot by phone and emails but if he needs to research material and perform due diligence, he will charge us a fee. I told him I have a lot of data and information and this would be minimal but he would still have to read through it and have to meet with me again, especially if it goes back and forth. He said he will request the fees be reimbursed to the shareholders as part of the settlement. He doesn't want to offer a price on the first letter and he will see how they react to his request for settlement.
I asked him about the 4 record holders of such shares(Cede & Co.), These are the companies that are Eligible to deposit monies to the Depository Trust Company or the Clearing house for the Stock Transfers. In other words, there are many individual stockholders who go through a Broker and the Broker processes the shares through companies. 4 Record Holders are the Clearing houses.
I asked him about the fees being charged by the attorney Eric, and how he could justify 25 or 33%, he said that's what SEC attorney's charge. Its kind a like the going rate. Attorney's are a necessary evil. The only thing he said that the attorney should not require a retainer because the Court will pay his fees. Its kind of like a Class Action, but all the fees in the Appraisal Rights are not reimbursable. It depends on the Judge, he has control over the expense sharing. The more OCATA played games with its shareholders, the more the Judge will be inclined to reimburse fees and make OCATA pay for them or a large part of them.
I asked him if we could find out if anyone has filed a suit already and if we can join them, He said if they have filed we can find out who it is and contact them to enjoin. It usually requires a letter or an agreement to enjoin. He did say that you have to make sure that you followed the process of letting OCATA know you have requested your appraisal rights through a brokerage letter or a direct letter. They will stick to the law when it comes to perfecting the demand for Appraisal Rights. If you didn't let OCATA know then you can't avail of the Lawsuit. But, you can try to negotiate a settlement with OCATA.
Bottom line on what he would charge to process the Appraisal Rights Petition and suit with the Delaware Court. He said he will not charge what Eric will charge and because he was a personal reference will be happy to work with the shareholders. I told him that I would do my best to see if we could get all the 2.4million shareholders to sign on with him and get a better deal, if we can get the list. He said he will request it from the company as part of the Settlement Letter.
He pointed out the following:
Currently, an average of nearly five lawsuits were filed per deal, with the first filing averaging about 14 days after announcement of the proposed transaction. In approximately
65% of the transactions involving sale of a Delaware company lawsuits were taking about 1.5 to 2 years to settle.
He Said it is important that the First-Filed suit will be given preference from the court as long as its has substance and participants. When it comes to the follow-on suits, they will have to be filed with the court to enjoin, like a class action and they might appoint a lead or co-counsel. That is why he said we should file as soon as we can before others because we have all of the documentation needed to perfect the suit and if we have a lot of shareholders who want to sign on using the lead Attorney then we can control the process, such as the Expert Witness and court filing dates. He said would you rather wait to hear from someone else, or be the one driving the car.
It was a good meeting and I told him, unless someone else has any better ideas or has another attorney, I would like to use him. I first wanted to go the route of Settlement Letter to OCATA/Laurel and see where that goes. But I think we need to get the suit started asap.
He told me to let him know what I want to do, I wasn't sure about everyone else because we have to know who is going to sign up to the letter and fees involved. I will front the $400 for the letter and followup and can provide an engagement letter if needed to prove to everyone of our engagement. But, I think the Settlement letter will be good enough.
Deadlines:
Effective Date: February 10, 2016
60 Days to let company know of Dissent: April 10, 2016
120 Days suit has to be filed: June 9, 2016
What do you think? Correct these dates if incorrect.
Don
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Post by vzveteran on Feb 26, 2016 17:42:11 GMT
I'm in Don....Do we need to provide personal info, and a total participant count now to get the initial letter off? If not I'm all for sending it in with the followup calls for the $400.
He can go to them with the almost 200,000 shares for now, and tell them we are gathering more dissenters.
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kevin
New Member
Posts: 16
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Post by kevin on Feb 26, 2016 17:51:50 GMT
I am in on the settlement letter, let me know what you need from me. Thanks Don.
V/r
Kevin
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Post by moonfiddler on Feb 26, 2016 18:03:17 GMT
Thanks Kukkido, This was an all cash deal. Bogeyfree had a ton of information. Can someone with access to iCell reach out to him and whomever else may be interested? It seems this atty wants a lot upfront as far as info goes, and we would at some point, need to provide it no matter who we use. We can still send a letter in the mean time to see if Astellas is open to negotiation no? Hi vz and don, ICell isn't working for me now, but I had copied some of Bogyfree's posts (and a few other). I don't think I have everything, but can post what I have. Would it be ok to post them here? Where is Bogeyfree now, and wonder if he tendered his shares? |
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Post by vzveteran on Feb 26, 2016 23:16:47 GMT
I see we have a lot more guests. You guys should sign up and post if you have exercised your appraisal rights.
It's FREE by the way.
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Post by kukkido on Feb 28, 2016 6:32:39 GMT
I am meeting with the LA Attorney and we have a conference call with Eric tomorrow, I will let you know what happens.
Kukkido
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Post by vzveteran on Feb 28, 2016 11:39:11 GMT
We are making progress in getting all the information to make the best decision going forward....Please continue to Pm me your share count, as it may help in offering Astellas a settlement.
Many Kudos to Kukkido for his yeoman's work!
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