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Solazyme, Inc. Message Board

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  • Actually, it was Wolfson who said there were multiple reasons. Here are his spoken words from the CC at the time:

    "The dissolution is driven by divergent views concerning the strategy and timeline for commercialization that would meet the expectations of both companies and around the scope and timing of the building of a Phase III facility as called for in the JV agreement."

    You'll notice the word "and" in the above statement. 'And' is what we call a conjunction. It joins separate ideas or things in sentences. He refers to...

    1) strategy for commercialization
    2) timeline for commercialization
    3) scope of the Phase III facility
    4) timing of the Phase III facility

    If it had been just the timing of the Phase III facility, then he would have said only #4. But he didn't. The threshold for a dispute in the agreement is very low. They could have disagreed on any number of things that would fall under 1-3. I suppose you could argue that Wolfson was lying when he said there were multiple reasons. Suit yourself. But you can't say the construction of the plant was the only stated reason, because it wasn't.

    Your talk of Roquette getting ripped off is laughable. Roquette was putting up all the money but only getting half the profits. Why? Why would such a starch heavyweight do that? Goodness of their heart? Obviously, they needed the IP. Yeah, you'll squirm and make dumb assertions. Heck, you could argue that 2+2 = 5 if you want, but in this case Solazyme had the leverage going into the deal. Roquette had to put up all the money, which was a risk. You think Roquette should be immune from risk of loss? You used to talk about Roquette as milking all the sweet parts of the deal for themselves. Remember how you spoke of the distribution agreement as the "big boys" taking their cut from hapless Solazyme?

    Dispute resolution is messy and unpredictable, but you're just throwing around sloppy speculation and baseless assertions.

  • I ran afoul of Yahoo's length limitations. Here is the balance of what I tried to post.

    So the board being referred to above is the SRN board, not the SZYM board. Article 8 clearly defines the Board as the board of SRN. "8.1 Management. The management and control of the business and affairs of the Company shall be vested with the board of managers (the “Board”) consisting of four (4) natural Persons (each a “Director”). "

    Someone here asked if you are a lawyer. I am not a lawyer, but it doesn't take a lawyer to read this stuff and see that you are wrong.

    Whether SZYM can lose at arbitration is another matter, but if it does, it won't be based on the shoddy reasoning you supplied.

  • I think the nonsense being spouted here is by you, jim6b. You state "FIrst, the JV agreement required Solazyme to petition its BOD to move to phase iii, if it declined to do so, Solazyme was barred from reurging the question for one year; if the BOD again delcined, then Solazyme could proceed to arbitation."

    Here is the relevant portion of Article 4.5 (Phase 3 Payment) of the Joint Venture and Operating Agreement which you are misinterpreting.

    "If the Company (or alternatively, the Solazyme Directors) formally request(s) approval of the Board to proceed with the construction of the Phase 3 Facility and the Board declines to approve such request, the Company (or alternatively, the Solazyme Directors) shall have the option to re-request such approval at a later date that shall be at least twelve (12) months after the date of the initial request. If the Company (or alternatively, the Solazyme Directors) again formally request(s) approval of the Board to proceed with the construction of the Phase 3 Facility and the Board again declines to approve such request, the Parties shall in good faith enter into negotiations with the Company to redeploy the Phase 3 Payment for other uses by the Company (i.e., other than to build the Phase 3 Facility). If the Parties cannot mutually agree to a resolution, the Parties will proceed under Article 22."

    And, from the beginning of the JVA, here is the definition of "Company", which clearly is Solazyme Roquette Nutritionals.

    "WHEREAS, Solazyme and Roquette desire to establish a joint venture through the formation of Solazyme Roquette Nutritionals, LLC, a Delaware limited liability company (the “Company”), with the intention that the Company shall become a global leader in the Business;"

    So the board being referred to above is the SRN board, not the SZYM board. Article 8 clearly defines the Board as the board of SRN. "8.1 Management. The management and control of the business and affairs of the Company shall be vested with the boar

  • let's also take some key snippet because reading seems a bit difficult for you .

    "4.5 Phase 3 Payment:"

    "subject only to the unanimous decision of the Board to proceed with the construction of such Phase 3 Facility as provided in Section 10.4(a)(iii)"

    " If the Company (or alternatively, the Solazyme Directors) again formally request(s) approval of the Board to proceed with the construction of the Phase 3 Facility and the Board again declines to approve such request, the Parties shall in good faith enter into negotiations with the Company to redeploy the Phase 3 Payment"

    this part of the jv agreement deals with after they've begun construction and there's a disagreement, it makes sure that the company cannot just walk away after roquette began to finance the engineering/construction of the facility

  • wow and you call other people stupid and you post that #$%$, I want to show you just how much of a joke you are.

    "4.5 Phase 3 Payment:

    The Phase 3 Payment is to be used for the construction of the Phase 3 Facility, subject only to the unanimous decision of the Board to proceed with the construction of such Phase 3 Facility as provided in Section 10.4(a)(iii). The Phase 3 Payment shall be used to fund the initial engineering and construction costs of the Phase 3 Facility and shall be paid quarterly in advance, commencing upon notice from the Board, as budgeted by the Company and approved by the Board. If the Company (or alternatively, the Solazyme Directors) formally request(s) approval of the Board to proceed with the construction of the Phase 3 Facility and the Board declines to approve such request, the Company (or alternatively, the Solazyme Directors) shall have the option to re-request such approval at a later date that shall be at least twelve (12) months after the date of the initial request. If the Company (or alternatively, the Solazyme Directors) again formally request(s) approval of the Board to proceed with the construction of the Phase 3 Facility and the Board again declines to approve such request, the Parties shall in good faith enter into negotiations with the Company to redeploy the Phase 3 Payment for other uses by the Company (i.e., other than to build the Phase 3 Facility). If the Parties cannot mutually agree to a resolution, the Parties will proceed under Article 22."

    let's make a note that this seems to refer to after the phase three financing has been given to the jv that they must follow this procedure.

  • Failure to agree on construction buildout of was the expressly stated reason Wolfson gave for the breakup. You are just making up the claim there are many other reasons. The build out of Phase III was the issue, in Solazymes words: Solazyme cited "divergent views on an acceptable commercial strategy and timeline for the manufacturing and marketing of joint venture products"

    There is no business dispute until Solazyme complied with the process for applying to the BOD as provided in the contract.

    I point out Solazyme has ripped off Roquette for 20 million plus, the JV costs for two years and funding a purpose built plant, and you response is what? Some about what I said. What shame faced deception! As if some thing I said can have anything to do with whether Solazyme is ripping off Roquette. Deal with the fact goozle and quit playing the ad hominem game. The fact is that Wolfson has represented they have everything from the disolution, Roquette's 20 million and all the tech rights. And why do you say that he should be showered with all these gifts? Because Wolfson cited "divergent views on an acceptable commercial strategy and timeline for the manufacturing and marketing of joint venture products"

    So now you are admitting Solazyme can lose, sure won't get that impression for your writings, but having read them I can certainly understand why you would not put any confidence in them.

    I will stand by my opinion, Solazyme loses and loses surprisingly big time.

  • Sorry, timing is everything in comedy......but I still want to hear the fat lady sing, before it will sink in. I've been following Szym for so long it's hard to accept....could be be some form "Stockholders Syndrome"

  • Reply to

    job posting page solazyme

    by finallyfull 8 hours ago

    Solazyme Jobs - professional engineering Jobs

    We found 3 job results for solazyme!Showing Page 1 of 1

    Job Title Company Name Location Date Mud Engineer - Upstream Oil & GasSolazyme Oklahoma City,OK 04/18/2014
    Job Description: Mud Engineer - Upstream Oil & Gas As part of the commercial sales team this position will support Solazyme’s commercialization strategy in the Oil and...
    Mud Engineer - Upstream Oil & GasSolazyme Houston,TX 04/18/2014
    Job Description: Mud Engineer - Upstream Oil & Gas As part of the commercial sales team this position will support Solazyme’s commercialization strategy in the Oil and...
    Mud Engineer - Upstream Oil & GasSolazyme Denver,CO 04/18/2014
    Job Description: Mud Engineer - Upstream Oil & Gas As part of the commercial sales team this position will support Solazyme’s commercialization strategy in the Oil and...
    - See more at: http://www.engineeringjobs4pros.com/jobs-by-company/solazyme.html#sthash.J6XXf3bW.dpuf

    Sentiment: Strong Buy

  • Cute way of putting it, but when your story is being told on the front page of the website of the most influential investment bank in the world. It is hard to say you get no respect. !!!

    Sentiment: Strong Buy

  • 1. Construction of the Phase III facility is one of MANY stated reasons why the companies could viably dissolve SRN. In fact, it doesn't even need to be a stated reason, but "any dispute of a business nature":

    "Business Disputes. Any dispute of a business nature arising out of or connected with the Business or this Agreement, including without limitation, a Deadlock situation, that cannot be settled by negotiation pursuant to Section 22.1 or by mediation pursuant to Section 22.2 shall result in the dissolution of the Company pursuant to Section 20(a)(i). Without limiting the generality of the foregoing, the Parties acknowledge that decisions and disputes relating to strategy, investments, research, industrial operations, international expansion, go-to-market models...and the build out of the Phase 3 Facility are business disputes."

    2. Solazyme cited "divergent views on an acceptable commercial strategy and timeline for the manufacturing and marketing of joint venture products" as the reasons for the dissolution of SRN. Divergent views on acceptable commercial strategy is obviously a bona fide Business Dispute and could involve a number of issues unrelated to the construction of Phase 3.

    3. You have a long history of fabricating and slanting things -- like the time you said that the decision to start food prep construction at Moema stemmed from lack of demand for chemical products (disproven by facts as I posted at the time). Here you claim that Solazyme failed to follow certain procedures and that this constituted "the breach." Can't see where you can make such a claim. What's more likely: (a) Jim6b has access to privileged, confidential information, or (b) Jim6b is spouting off claims that spin things negative for Solazyme without any real basis for doing so?

    4. Solazyme ripped Roquette? Ha! All this time you'd been saying Roquette was skinning poor SZYM.

    5. Never said Solazyme can't lose in arbitration. Another fabrication by you.

  • Nonsense. FIrst, the JV agreement required Solazyme to petition its BOD to move to phase iii, if it declined to do so, Solazyme was barred from reurging the question for one year; if the BOD again delcined, then Solazyme could proceed to arbitation. Second, Solazyme's failure to follow this procedure constituted the breach. Third, the breach invalidated any "disolution". Fourth, what to do about it is what is taking the arbitrators so long and anything the arbitrator does is a lose for Solazyme, i.e. Solazyme is claiming they have everything, so they can only lose.

    You point out that these are "very complex issues". Agreed, but if you read the posts by goozle and others, it is as simple as can be and Solazyme can't lose. What a joke. Solazyme ripped Roquette for 20million plus two years of financing the JV and further, fuding construction of special purpose facility. That doesn't come cheap.

  • Happy holidays!.........Moenas looking pretty good right now isn't it?....I could use a beach!

  • Looks like sales and marketing is heating up. Love the vision.

  • I guess that's one way to evade the issue.

  • Reply to

    my role here has usually been to

    by goozle123 Apr 17, 2014 10:32 PM

    If Wolfson has the 3d type of chess game going that I feel he might, $50 plus by the end of the year. If I'm wrong, then I think your goals should be good, and I'll still be real happy, because we both know that's just a small start.

  • Dang comedy critics on this Board are worse than the analysts at Piper...........!

  • you're not saying anything still, you show no knowledge, you just show ignorance

  • Reply to

    my role here has usually been to

    by goozle123 Apr 17, 2014 10:32 PM

    well if they make 80,000MT of encapso and food and lubricants then 336M is not a reach...but yah I agree that it all depends on what they sell and how fast they expand at ADM Clinton this year..

  • I was talking to a couple of Algae "eaters" in a bar last night, and they told me, Thank You, may I have another. Tastes Great, Less Filling. Are you cold or just happy to see me.

    Sentiment: Strong Buy

  • Now you know why I don't waste time curing stupid.

SZYM
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