INJEX Pharma AG ehem. PAKETERIA AG - Andy RÖSCH is back on stage ( Seite 20)

Antwort auf Beitrag Nr.: 33.923.983 von izehgeh am 18.04.08 23:32:05130k shares sollen zu minimum 77 € verkauft werden

welcher volltrottel soll die denn nehmen ?

und das noch am freien markt

KEINE sau, geschweige denn ein investor, hat vertrauen zu klitschen die am freien markt notieren

jeder potentielle investor weiss doch
dass er die erworbenen shares NIEMALS wieder an andere verkaufen kann, solange der handel NUR am freien markt erfolgt

was hat sich das paketeria-mgmt bloss DABEI gedacht ?

sind das selber nur blindvögel ?

und dann noch zu 77 €
DAS war noch die grösste idiotie dabei

WER gibt denn 77 € für ne IDEE aus ?
wie bescheuert muss man denn da sein?

obwohl ?

3 st hamse diese jahr ja schon verkauft
das kann sich ja noch gewaltig steigern
10, 20 , 50 oder gar 100 st
irgendwann mal
pro tag

so funktioniert Börse...

NOTE 5—INVESTMENT IN PAKETERIA

On August 7, 2006, the Company entered into a Common Stock Purchase Agrement with Paketeria GmbH, a limited liability company incorporated under the laws of Germany, and certain Paketeria shareholders, for the purchase by the Company of an approximately 23% interest in Paketeria for a purchase price of approximately €598 ($776 at the then exchange rates) plus transaction fees of approximately $101. Paketeria is a Berlin based store owner and franchisor whose stores provide post and parcels, eBay dropshop, mobile telephones, photocopying, printing, photo processing, office supplies and printer cartridge refilling services in Germany.

In addition to the Common Stock Purchase Agreement, the Company also entered into a Note Purchase Agreement with Paketeria’s founder and managing director. Under the Note Purchase Agrement, the Company agreed to purchase from the founder and managing director all or a portion of the €210 ($270 at the then exchange rate) convertible promissory note (the “Note”) issued by Paketeria and payable to him. The Note (which as described below has been fully converted) was convertible into shares of Paketeria at a conversion price of €50.70 per share ($65.30 per share at the then exchange rate), provided for accrual of interest at a rate of 8% per annum, and a final maturity of August 7, 2009. The Note Purchase Agreement required the Company to purchase one third of the principal amount of the Note upon Paketeria’s achieving each of three franchise licensing milestones—the licensing of its 60th, 75th, and 115th franchises.


On October 30, 2006, the Company increased its ownership in Paketeria from 23% to approximately 33%. The increase was accomplished through (i) the purchase and conversion into 2,850 Paketeria shares pursuant to a Purchase Notice Conversion and Accession Agreement of €140 ($184 at the then exchange rates), representing two-thirds (plus accrued interest) the convertible note and (ii) an additional investment by the Company of approximately €183 ($235 at the then exchange rates) for the purchase of an additional 3,000 Paketeria shares plus transaction costs of $42. The Company’s total investment in Paketeria prior to the allocation of the purchase price was $1,338.

The Company allocated $31 of the purchase price to the fair market value of the call option to purchase the convertible note. In September 2007, in connection with the Paketeria Private Placement (see below) the Company exercised its call option

The Company allocated $30 of the purchase price to the fair value of the put option which requires the Company to purchase the principal amount of the convertible note. At December 31, 2006, the Company redetermined the fair value of the remaining put option and determined it to be $9 based upon Paketeria’s advancement on progress in achieving the milestones noted above. The reduction in the fair value of the put option was recorded as part of the Company’s equity loss in Paketeria.


The Company also entered into a Stock Purchase Agreement with two shareholders of Paketeria—one of whom is the Company’s President and Chief Executive Officer and the other of whom is a director of the Company. Pursuant to that agreement, the Company was entitled through August 2007 to purchase the shares of Paketeria equally held by the two Paketeria shareholders for an aggregate purchase price of the US dollar equivalent on the date of purchase of €598, payable in Company Common Stock and warrants on the same terms as the Company’s 2006 private placement (see Note 16b). The Company determined the fair value of the option to purchase the shares under the Stock Purchase Agreement to be $68 using a Black-Scholes calculation using a risk-free interest rate of 5.09 %, an expected life of one year, an annual volatility of 20% and no dividends. Such option was extended by both shareholders initially to November 5, 2007 and subsequently extended again only by the Company’s President and Chief Exective Officer on his share to March 31, 2008 and then again until June 30, 2008. If the Company exercised its option on these shares, its holdings in Paketeria would increase by approximately 5.6.%. At the current exchange rate the exercise of the option by the Company would result in the issuance of approximately 166,000 shares of Common Stock and warrants exercisable for approximately 41,500 shares of Common Stock. The warrants would have an exercise price of $2.78 per share and be exercisable for five years from their grant date.


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The Company’s investment in Paketeria is accounted for using the equity method in accordance with APB Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock”. Based on an independent appraisal, the Company has allocated the remaining $1,269 balance of the investment in Paketeria as follows:


· $281 to the value of the non-compete agreement given to Paketeria’s founder and managing director. The non-compete agreement is to be amortized using the straight-line method over four years.


· $185 to the value of the franchise agreements at the date of the investment. The value of the franchise agreements is to be amortized using the sum-of-years digits method over the five-year life of the franchise agreements at acquisition.


· $446 to the Paketeria brand name. The value associated with the brand name is deemed to be a intangible asset with an indefinite life and accordingly, is not amortized.


· $357 to non-amortizing goodwill.



All the above components of the Company’s investment are not reflected separately as such in the consolidated balance sheet of the Company, but it is reflected as components of the Company’s investment in Paketeria.


In connection with its investment in Paketeria, the Company also entered into an Investors’ Rights Agreement with Paketeria and it shareholders, whereby it was given certain rights including a right of first offer, with respect to any future issuance of Paketeria securities, and tag-along rights, with respect to any future sale by an existing shareholder. The Company was also given certain blocking rights with respect to decisions of the shareholders and management of Paketeria.


On September 20, 2007, Paketeria completed a private placement of its shares raising approximately €1,733 ($2,457 at the then exchange rate). The shares were issued by Paketeria on the basis of a valuation of €133.33 per Euro share capital, representing a pre-money valuation of Paketeria of €8,000 ($11,344 at the then exchange rate).

In addition, concurrent with the private placement, the Company converted shareholder loans in the aggregate principal amount of €750 ($1,056 at the then exchange rate) plus accrued interest, into shares of Paketeria on the same basis as the private placement. At the same time the Company exercised its option under the August 2006 investment agreement to acquire the remaining portion of the convertible promissory note in the amount of €70 ($98 at the then exchange rate) plus accrued interest. The Company converted this balance plus accrued interest into shares of Paketeria on the basis of an evaluation of € 50.70 nominal value per Euro share capital (the valuation from the August 2006 investment agreement) upon the closing of the private placement. The increase in the Company’s investment in Paketeria from its additional investment was allocated as an increase in the goodwill component of the Company’s investment in Paketeria.

After the private placement and related transactions described above, the Company owned approximately 31% of Paketeria.


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As a result of the Paketeria private placement, the Company recorded a non-cash loss of $37 in “Loss on Private Placement in Paketeria”.


On December 7, 2007 Paketeria converted from a GmbH company to an AG company and recapitalized its share capital with 1,296,000 shares outstanding of which the Company owns 406,425 shares.

On December 21, 2007, Paketeria’s shares were listed under the symbol “AOSTYL” on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange and became eligible for trading. In connection with the listing, all the Paketeria shareholders (including the Company) placed in escrow and authorized a German investment bank to sell up to 10% of their shares (129,600 shares) for a period of six months following the initial listing at an initial he minimum ask price of €77.00 per share. The proceeds of any sales of shares by the investment bank are to be held in escrow under the terms of an escrow agreement for a period up to six months from the listing date after which the bank is to transfer 50% of the proceeds (net of transaction fees and commissions) of the sale of the shares of the shareholders (a minimum of €2.5 million) to the shareholders and the remaining 50% the proceeds of the sale of the shares (a minimum of €2.5 million) are to be used to subscribe for new shares of the company. In connection with the listing and the escrow arrangements the Paketeria shareholders agreed to lock up certain of their shares for upto one year from the listing date. Under the lock-up agreement, shareholders may not offer, pledge, allot, sell or otherwise transfer or dispose of directly or indirectly any shares of Paketeria.

There is currently a limited market for Paketeria’s shares on this market. From the listing date to December 31, 2007, 872 shares of Paketeria were sold.

Summary financial information for Paketeria as derived from Paketeria’s financial statements for the years ended December 31, 2006 and 2007 and for the period from August 8, 2006 to December 31, 2006, is as follows:

Financial Position As at
December
31, 2006 As at
December
31, 2007
Cash and cash equivalents $ 179 $ 438
Other current assets 1,100 1,491
Property and equipment, net 82 556
Other assets 12 86
Total assets $ 1,373 $ 2,571
Short-term debt (to related parties) $ 101 $ —
Current liabilities 784 1,209
Other non-current liabilities — 179
Total liabilities 885 1,388
Common stock and paid-in capital 2,001 2,221
Accumulated deficit (1,513 ) (1,038 )
Total liabilities and shareholders’ equity $ 1,373 $ 2,571


Results of Operations Period from August 8, 2006 to December 31, 2006 Year ended December 31, 2007
Sales $ 1,518 $ 3,555
Gross profit (loss) $ 188 $ (472 )
Operating loss $ (404 ) $ (2,996 )
Net loss $ (456 ) $ (3,014 )


The activity in the Company’s investments in Paketeria is as follows:

Initial investment - August 2006 $ 776
Transaction costs of initial investment 101
Subsequent investment and exercise of first two options - October 2006 419
Transaction costs of subsequent investment 42
Amortization of acquired non-compete and franchise agreements (52 )
Change in value of put option 20
Equity loss in Paketeria - period from August 7, 2006 to December 31, 2006 (127 )
Translation adjustment 33
Investment balance as of December 31, 2006 $ 1,212
Conversion of debt and accrued interest in connection with private placement (including transaction costs) 1,189
Adjustment of investment with respect to non-cash loss in connection with private placement (37 )
Amortization of acquired non-compete and franchise agreements and change in value of options (186 )
Company’s share of Paketeria’s losses (971 )
Translation adjustment 232
Investment balance as of December 31, 2007 $ 1,439




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See Note 16(d)(3) with respect to the options granted to Paketeria’s founder and managing director as part of the Company’s investment in Paketeria. During the years ended December 31, 2007 and 2006, the Company recorded $49 and $265, respectively, of SFAS 123R stock compensation expense as part of its Share in Losses of Paketeria.

The percentage share of Paketeria’s loss recognized by the Company as equity loss against its investment in 2006 can be found in the table below:


Percentage of Paketeria Losses Recognized Against Investment in Paketeria
August 7, 2006 - October 30, 2006 23 %
October 31, 2006 - September 20, 2007 33 %
September 21, 2007 - December 31, 2007

Guten Morgen !

Kann mir vielleicht jemand eine kurze Zusammenfassung von den ganzen lezten Beiträgen des Wochenendes geben ? Schaffe es leider aus zeitlichen Gründen nicht alles zu lesen ! Habe es nur kurz überflogen.

Shares müssen verkauft werden
Es werden Finanzierungen benötigt
Acorn hält nun/bald 36 % von Paketeria
Optionen

Wäre um kurze Rückantworten dankbar !

gruß water-proof