Mosaic ImmunoEngineering is a nanotechnology-based immunotherapy company developing therapeutics and vaccines to positively impact the lives of patients and their families.
Message: Crossflo Arbitration this month
Crossflo Systems, Inc. Litigation
Under the terms of our Agreement and Plan of Merger (the "Merger Agreement") with Crossflo, and certain of its principal officers, an escrow account was established to hold back approximately 10% of the merger consideration payable to the shareholders of Crossflo (the "Escrow Merger Consideration"). See Escrow Shares below. We contend that certain representations and warranties made by Crossflo and certain of its principal officers in the Merger Agreement were false when made, and were false as of the closing of the merger. We submitted a demand to the escrow agent on August 31, 2009 not to release the Escrow Merger Consideration to the Crossflo shareholders and to instead return it to us. A sufficient number of Crossflo shareholders have opposed our demand that the escrow consideration has not been released to either side.
On August 31, 2009, we initiated an arbitration proceeding before the American Arbitration Association against the three Crossflo principal officers who were signatories to the Merger Agreement alleging they provided false representations and warranties in the Merger Agreement and alleging nondisclosure of information about Crossflo during the due diligence process leading up to the merger. Those three principal officers deny our claims and have filed counterclaims. The arbitration is expected to commence during January 2012. (emphasis by me)
10Q 10-17-2011 (see commitments & contingencies)
"Additionally, when you look at the players involved in the M&A activities, and the histories of those acquired companies, was there a "good old boy network" in play that used these activities to transfer money from the company treasury to others involved with these companies? Were those companies WORTH what PTSC paid? History proves otherwise. My understanding is that at the least Crossflo had been on the market for quite a while with no takers. Then all of a sudden, PTSC comes into the picture and spends $10M in cash & stock to pick it up. Was the execution of that M&A more geared toward rewarding Renny Senn for past relationships, or in reality a properly valued acquisition? How about the others?"
http://agoracom.com/ir/patriot/forums/discussion/topics/492258-slippery-slope/messages/1574591
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