My email inbox is chock full of missives from readers who think I misunderstood the NewMarket (NMKT.OB) (articles)-APII deal. A few are quite hostile but most are along these lines:
i don’t think the toy biz matters. what does matter is the nasdaq listing.
They could have made this deal with any type of company and it would not
matter. Ted turner reverse merged cnn into an old milk company i think.The toy biz will either be spun off or sold IMHO.
This company is on the up and up and i think your article makes the deal
seem a bit shady.
I think the NewMarketonians are just plain wrong (and I am long the stock, hardly a bear).
First, nobody has been able to explain the math. How can a reverse merger with a company with a much smaller market cap (and the dilution by existing APII shareholders) guarantee a 50%+ increase in NewMarket’s valuation? That is financial alchemy. If the NewMarketonians think I make the deal sound shady, then I have accurately conveyed my sentiment.
Second, I don’t think we can ignore the problems at APII and treat this as just a reverse merger into a shell. The company made clear in its press release that APII’s operations will be ongoing and will be an important part of the company:
The existing Action Products operation is also a valuable asset. In the future, NewMarket intends to expand its business model for introducing new products and services to new markets beyond the technology sector. The possible transaction with Action Products creates consideration for accelerating that expansion.
Which brings me back to the questions posed Tuesday: (1) what is the possible strategic fit? and (2) how can NMKT trust any financials coming out of APII right after the CFO resigned?
Finally, and perhaps most importantly, why does NewMarket always have such a convoluted approach to every strategic move they make? If they were after a Nasdaq listing, why not just satisfy the listing criteria, fill out the forms, and work for approval, like Advocat Inc. (AVCA) (articles) did? If they wanted to spin out the China subsidiary to shareholders, why not just spin it out instead of engaging in another reverse merger, this time with a bankrupt shell company?
Occam’s razor suggests that the simplest explanation of a phenomena is most likely the correct explanation. The simple explanation here is that NewMarket did not obtain a Nasdaq listing or spin off its subsidiaries in the conventional manner because it could not do so.
If shareholders really want to see NewMarket skyrocket above $.50/share, I have a plan. Shift Verges from CEO to COO. Verges has proven himself capable of growing the company’s operations and would remain a valuable asset in that capacity. As a CEO, however, he leaves a lot to be desired. Time after time, he has raised shareholder hopes with lengthy press releases, paid interviews, etc. promising listings and spinoffs that either never materialize or carry far more conditions, hurdles and dilution than originally promised. NewMarket needs somebody with the gravitas to pull these moves off. Verges is not that man. With a respected CEO, I think this company could surpass $.50 easily.
DISCLOSURE: I am long NMKT.OB. I have no position in APII. Not a recommendation to buy or sell any security. For informational and educational purposes only.
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