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Message: Re: Preferred Shares Use
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Sep 05, 2008 01:21PM
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Sep 05, 2008 02:18PM
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Sep 05, 2008 02:35PM

Sep 05, 2008 03:42PM
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Sep 06, 2008 06:35AM
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Sep 07, 2008 05:15AM
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Sep 07, 2008 07:00AM

I've pondered this latest "initiative" by that small group of shareholders for a couple of days now toward attempting a more objective view of the concern and proposed remedy. I did this recognizing that I have developed (for good reason IMO) an automatic bias against "anything Brian".

Maybe I haven't been paying close enough attention, but I'm perplexed to a degree as to the origin of the concern, and why it looms as a greater concern when other strategic options, more harmful to common shareholders, would potentially be seen as more attractive if the option of using perferred shares were taken off the table.

But where does this concern originate? The mere fact that the use of preferred shares exists as an option, presumeably toward an M&A acquisition? Is that it? I suspect that it is just that, coupled by the demand that common shareholders be a required component, with a voice, of the decision-making process as to whether preferred shares be part of any contemplated strategic move. But, again, has the company expressed any intent to use preferred shares in a future strategic move? Have they in the past (you know, that place that certain people point to, with vigor, when criticizing the company)? I haven't seen it.

So there is an apparent desire to IMO cripple the company's ability to make a strategic business move that involves the use of preferred shares. That is unless the company, had this barrier been set, opted to engage the common shareholders for permission to use this ammunition. Of course this would nesessitate the company sharing all the details of the planned strategic move (M&A acquisition), rendering it not a "strategic" move at all, but a move known to the world in advance. What would you expect to happen if such were to occur? IMO, the deal would most likely die an immediate death, because what company (target) would want the world to know of their pending takeover? And what would happen to the cost of that takeover? What happens to the value of anything once it becomes known that it is desired for purchase? And what happens to the deal if the common shareholders, once made cognizant of the "plan", give it the "thumbs down"? Based on the rhetoric surrounding this non-issue, a consistent "thumbs down" would be expected.

So, take the preferred shares option off the table, ignoring the fact that in some instance, it may be the only way to get the deal, which might be an extremely desireable deal, done. And ignore the fact that eliminating this option promotes the possible use of other options which may be less desireable and more damaging (e.g., huge amounts of common shares, seats on the BoD, warrants, options).

So, in my ignorance, I conclude that this whole excerise has more to do with creating a "phantom menace" in the minds of shareholders, coupled with an intent, whether the initiative succeeds or fails, to hamper the company's ability to execute its business plans by making it abundantly clear that certain shareholders are extremely adverse to the use of preferred shares, regardless of all else.

I also note that part of the concern voiced by some is that "we're running out of authorized common shares in the treasury", or words to that effect. Don't we still have 80-90 MILLION shares available after the CrossFlol deal? Some 20% of all available shares? Do other companies retain that percentage of authorized shares in their treasury?

One observation about the CrossFlo deal..... IMO, it's pretty obvious that they, CrossFlo's "powers that be" (pre-deal), were more interested in getting a bucket full of PTSC shares than they were in getting greenbacks. $2.5M is peanuts in today's world. It's like the vaue of two houses in SD, even in this depressed market. In the scheme of things, that ain't much.

JMHOs,

SGE






Sep 07, 2008 04:33PM
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Sep 07, 2008 09:14PM
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