M&A Deal Notes


$ 1.71 acquiztion proposal, as of June 28, 2019, market price $ 1.65

Merger Disclosure

5% beneficial ownership rule: Schedule 13D reports
FORM 13H (Large trader reporting rule)

Tender Offer: Schedule TO
Target Company Response: Schedule 14D-9

Tender Offer
A tender offer is a broad solicitation by a company or a third party to purchase a substantial percentage of a company’s Section 12 registered equity shares or units for a limited period of time. The offer is at a fixed price, usually at a premium over the current market price, and is customarily contingent on shareholders tendering a fixed number of their shares or units. Under the Securities Exchange Act of 1934, parties who will own more than five percent of a class of the company’s securities after making a tender offer for securities registered under the Exchange Act must file a Schedule TO with the SEC. The SEC also requires any person acquiring more than five percent of a voting class of a company’s Section 12 registered equity securities directly or by tender offer to file a Schedule 13D.

The filings required by Section 14(d) of the Exchange Act and Regulation 14D provide information to the public about persons other than the company who make a tender offer. The company that is the subject of the takeover must file with the SEC its response to the tender offer on Schedule 14D-9. The rules also set time limits for the tender offer and provide other protections to shareholders. When a public company makes a tender offer for a class of its own equity securities, it similarly must file a Schedule TO and may also need to file a Schedule 13E-3.

Except for the anti-fraud and a few other provisions of Regulation 14E, the SEC’s tender offer rules generally do not apply to tender offers that result in ownership of five percent or less of the outstanding shares —also known as "mini-tender offers." You can learn more about the risks of mini-tender offers by reading our information on that topic.


Wedbush Securities, Inc. 2019-1-14 AAPL Researh Report

The Wedbush report extensively discussed the future growth of AAPL's service segment. The FY2019, FY2020 revenue projection of AAPL made by Webbush was primarily based on the perspective operating result of AAPL's current business strategy.

The realiablility of Webbush's valuation analysis on AAPL, which is based on future growth projection, is questionable due to its speculative nature out of uncertainties.

ION Geophysical Corporation

The intransic value for ION is determined by the potentional acquisition price offerred by another company. When no such offer currently exist, the price can be estimated by comparing similiar mergers in industry.

Statutory Merger and Statutory Consolidation

Statutory Merger: one of the entity exist as a business entity after merger
Statutory Consolidation: both of the entities are terminated and replaced by a successor organization.

Short Strategies and Notes

Questions to be answered ?

  1. Is the downward momentum in prive movement exploitable in general, if not, what is the scope ?
  2. Is exploiting downward momentum in conflict with value investing ?
  3. What's the fundamental difference between upward momentum and downward momentum ?
  4. What is the historial performance of trading on tier 1 signal for non-pharmaceutial-non-merger comanyies ?

Shorting Criteria

  1. Price > USD 5
  2. Position Holding Period < 5
  3. If profit for over 15%, close position immediately
  4. Short only when price record meet RS0, RS1, or RS2
  5. No medicial or drug related stocks
  6. Close position when price up by 20% after short selling


  1. Signal
    Closing Price
    Tier 1: 2 days up 70%
    Tier 2: 5 days up 90%

  2. Watch List

  3. Spinoffs

  4. China U.S. Stock Investment Bank
    Roth Capital Partners

  5. Value Short Sell
    (1) Frequently, the market will experience period when IPO stocks tend to be very hot in market after IPO, resulting in a 50%+ price jump above IPO price.

The market price could be seriouly overvalued in this situation.

Typical short sell signal is Price/Sales ratio, PE ratio, price jump of 50%+ within 15 days.

Close potion signal, price drops 10% to 15%. (10% or 15%, which is more reasonable according to historial data)

  1. The IPO stocks are not available for short sell in the first several days of trading