To be fare to VSCI shareholders, the deal should be revised to reflect revenues for each company, cash on hand, debt, # of shares outstanding, # of warrants convertible to common stock, ..etc. and the ratio should be adjusted depending on the closing prices when the merger closes in 2015. If they did all that and they still believe the ratio is correct, then fine. However, since the aggregate of both companies is always greater than the sum of the two after cost savings and operating efficiencies are realized, the value of both companies should be going up not down. Just look at RFMD and TriQuint and see how they are both on a tear following their merger.
Because Lew was supporting the stock pure and simple. He owned majority shares and had too much at stake in VSCI. Now he found a company that could grow VSCI's sales and he is rewarding UPI's shareholders with enough shares that he thought and was confident would propel UPI's stock price to 4.50 or more rather than VSCI going down which was the initial reaction today. M&As are usually hard to understand unless you are on the inside of the deals so I would not be surprised if UPI did indeed appreciate to $4.5 or $5/share near term while VSCI continued its run up to the $1.65 area.
What I think is happening is that Pell's expectation and plans with UPI was to boost UPI's price by the multiple he is offering UPS' shareholders rather than VSCI dropping :) UPI should be trading $3.65/share and should see a spike sometime soon to justify this move or they will be sued as I already saw one law suite threat being published and possibly more to follow if UPI does move up and move quickly that is :)) I think buying UPI here makes the most sense and provides the least risk.
UPI would have to go up to 3.63 to justify a price of $1.00 for VSCI. Do the math. If VSCI trades at its recent price of 1.22 just few days ago it would value UPI at 4.42/share. One analyst valued UPI at 6.00/share which would give VSCI a valuation of $1.65/share. These thinly traded stocks are all manipulated by insiders and they cook the deals to achieve whatever makes them money at the end of the day. Considering Lew appears to have actually taken over UPI, he and VSCI now appear to be the biggest beneficiary from this deal. Time will tell though; who knows!
It is public information on yahoo finance: http://biz.yahoo.com/e/130516/vsci8-k.html
I meant Pell hired the new CEO who comes from a strong Business Development background to does just that - Develop the Business and turn the corner. VSCI is at an inflection point with great products that are just right where they need to be along with the studies to back them up and the white papers showing what great ROI hospitals and doctors can have with VSCI products. The only thing left is for someone experienced like the new CEO who needs to use his network to get the word out, sign a ton of new deals with private practices and hospitals, ..as well as the government, and increase sales exponentially - not by nickles and dimes. There are many mutual funds and investors waiting to see real progress before they jump in with some real serious money. You will notice the stock gain traction once these results start coming in. I think that progress is around the corner given the amount of shares Pell and company have bought in recent months and years. The train is loaded and is ready to take off. This is the best time ever in my opinion to be onboard the VSCI train before it rolls forward. At a certain point this train will become an airplane with Jets but not yet :)
Sentiment: Strong Buy
I think Pell is getting serious now and hired an expert in Business Development as Interim CEO because he wants to push forward hard from what I can tell.
Big Lew has very high hopes from VSCI. It took him 15+ years to build this company not to sell it cheap at the end. He wants this baby to execute its business plan and reach its potential. $2.3 Billion market is a very big market indeed and VSCI is poised to capitalize on it with the right leadership. $50-$100 is not something that is not doable if all cards are in play. If the company is sold I think the most he could wish for would be $8-$10.
besides insulting me, you have not answered the question. This board is supposed to be for sharing candid opinions and info about our investment in VSCI. If you would like to use to take a cheap shot at me instead, well..you just did. Now get the #$%$,,,,k of this board.
I am starting to get really concerned that the CEO is planning to file for Bankruptcy and pay himself what the company owes him and leave us all remaining shareholders out with nothing!!
Liquidity and Capital Resources
We have incurred substantial operating losses since our inception and there can be no assurance that we will ever achieve or sustain a profitable level of operations in the future. We anticipate that we will continue to incur negative cash flows from operations during the remainder of fiscal 2013, driven by continued investment in a direct sales force for the U.S. market, spending for marketing, and general business operations. As of December 31, 2012, we had cash and cash equivalents totaling approximately $1.3 million. We expect that our cash at December 31, 2012, together with the $5 million of capital available under a convertible note dated September 19, 2012 with Lewis C. Pell, our Chairman (see Note 5. Long-Term Debt – Related Party for additional information), should be sufficient to fund our operations through at least December 31, 2013. However, if our performance expectations fall short (including our failure to generate expected levels of sales) or our expenses exceed expectations, we will need to secure additional financing and/or reduce our expenses to continue our operations. Our failure to do so would have a material adverse impact on our prospects and financial condition. There can be no assurance that any contemplated additional financing will be available on terms acceptable to us, if at all. If required, we believe we would be able to reduce our expenses to a sufficient level to continue to operate as a going concern.
Our officers and directors have the ability to exercise significant control over the Company
As of December 31, 2012, our officers and directors owned an aggregate of approximately 36% of our outstanding common stock. Under a convertible note dated September 19, 2012, our Chairman, at his option, has the right to convert the unpaid principal balance of $15.0 million into 12,500,000 shares of our common stock. The conversion of this note would increase the aggregate ownership of our officers and directors to approximately 50% of our common stock. As such, our directors and officers exercise significant control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control of the Company or forcing management to change its operating strategies, which may be to the benefit of management but not in the interest of the stockholders.
point GOOG holders will start to take profits and buy AAPL back.
Great Question - The interesting thing is that the CEO and his buddies are buying up the shares like they are going out of fashion. My only guess at this is a buyout is eminent.
On the other hand, these sleeper stocks take for ever to penetrate an existing market or establish a new market which is more likely the case with VSCI's products since they are changing the culture of how Doctors will be using scopes moving forward. It is NOT an easy endeavor to say the least and can be quite challenging for the most established companies. VSCI's management does not seem to have that great of a track record if any, so time will tell. They will need to get some really smart people on their board to help steer the company up this steep hill. This hill for VSCI is having as many training hospitals and well established hospitals and hospital systems start using VSCI's relatively new products. Once traction is established momentum starts building and sales will surge exponentially. Profits will grow as the cost of manufacturing decreases with volume production. This is going to be the key if not the only way for VSCI to lower its manufacturing costs - VOLUME!
This inflection point can happen and it will happen, but the key question for now is how much money can the company burn through in the process and who is going to keep financing it? This a question for Mr Pell Lewis and company to answer, and so far, he has not stepped back at all from financing his baby and even purchase ton of stock to keep it $1. I would like to see this company make it on its own rather than sell to a competitor or partner like Styker, but if a good offer comes at or $10, I will take it for now. Otherwise, I would like to hold this baby for $50+, maybe $100+ or even $500+ one day - years down the road I understand, but it can happen.
to be announced after earnings release, but either what I heard is completely wrong, or we might still see an announcement in the coming days or maybe weeks. Again, I am not holding my breath and I quite frankly would love to see the investment, but can care less about a full buyout as I want to see VSCI succeed and reach its fullest potential (double or triple digits).
will be significant for the company and the stock if this proves to be the case. Crossing my fingers but not holding my breath.
If you look at AAPL few years back when it was dying, it hit $1/share. So did many of what became growth companies before they turned around their business and started gaining traction. If you threw out a number like $120 for AAPL back then, people would have laughed at you as well, how about 200, 300, 400, ..or almost $700/share which is where it trades now? I am not saying VSCI will reach $120 although I would not rule it out, but if it too starts gaining traction in its space and start capitalizing on the opportunities the market presents in a smart way, VSCI can too start to grow in a similar way that many other companies have. So, while today $6 or $12 seem like a fair market price, tomorrow can hold a totally different picture for VSCI and its shareholders.