United Communications Partners Inc (PK) (UCPA) News

So class action lawsuit to handle the complaints of dissenting individuals? Seems obvious we would be able to get an independent valuation higher than the last three months average trading price plus 10%. Where to go?

It's all in those big booklets they sent out. Annex B explains the dissent law.

Are you able to elaborate on this process or share a link?

Take notice, even if 100% of us aka the 23% they do not own vote no, they will still win.
There's a convoluted process which holders can dissent and a specific process to follow when doing that. One mistake or left out procedure and you'll get NOTHING.
Overall, it looks like a screw job for the shareholders and no kiss.
DIRTY SHAME. .0029 per share.

Proposal 1: Approval of the proposal to adopt and approve the merger agreement requires each of the
following affirmative votes of UCP’s stockholders:
x First, the adoption and approval of the merger agreement will require that the approval of the
holders of a majority of the outstanding shares of common stock entitled to vote at the special
meeting; and
x Second, the adoption and approval of the merger agreement will require that the approval of the
holders of a majority of the shares of common stock held by Unaffiliated Stockholders who are
present and entitled to vote at the special meeting.

In addition, completion of the
Merger will be subject to approval by a majority of shares held by shareholders of UCP who are present and eligible
to vote at the meeting of shareholders to be held to approve the Merger, other than shares of UCP held by Making
Science and its affiliates, including any shares held by MSMA (the “Minority Shareholder Approval”).

By reading proxy docs we are screwed

As of the record date, Making Science owns, indirectly through its affiliates in the aggregate, 1,231,881,346 shares of common stock, representing approximately 76.14% of shares outstanding on the record date. Pursuant to the Merger Agreement, Making Science is obligated to vote all of their shares of common stock (1) "FOR" the adoption and approval of the merger agreement; and (2) "FOR" the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

I voted no on both!

Gonna vote no for 1 and 2 as well.

Reads to me as a nothing meaning no votes for or against. Still not sure is the shareholder minority vote counts agains tthe inside vote which holds around 76%. Some have stated that our vote holds weight. I am not sure it does.

From page 5... does not voting mean you automatically vote against proposal?

"If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares
of common stock held in “street name.” If you hold your shares in “street name,” you should instruct your bank,
broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive
from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals
to be considered at the special meeting without your instructions. Without your instructions, your shares will not be
counted for purposes of a quorum or voted at the meeting, and that will have the same effect as voting against the
adoption and approval of the merger agreement."

See: https://www.proxydocs.com/0/002/062/350/ucp_notice__proxy_statement_july_2024.pdf

I would rather just hold onto my position though. I believe they want to buy us out now because our shares are about to be going up in value as profits increase.

I voted against 1 and 2. They can always make a better offer down the road.

Definitely against on #1 and i say for on #2 so they can make possibly make another offer

I am not sure. Do we vote against, opposite the board on both?

So how should we vote on #2

Email sent by ETrade tonight to vote in the UCPA situation. Two questions to be answered. UCPA board recommendation says to vote for it. Do we vote against?

1. To approve the proposal to adopt and approve the Agreement and Plan of Merger, dated as of June 11, 2024, as it may be amended from time to time, by and among the Company, Making Science Marketing & Adtech SLU, and MS Merger Sub, Inc., as more particularly described in the Proxy Statement accompanying the Notice of Meeting.

Board Recommendation:
For

2. To approve the proposal to adjourn the Special Meeting of Stockholders to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the Special Meeting of Stockholders.

Board Recommendation:
For

I just got proxy vote. So im voting against merger at this price, my question is how should i vote on proposal to adjourn the Special Meeting of Stockholders to a later date or dates?
I would like to see them make a true value offer and i think if we vote against later date they wont be able to make another offer?

100% sure. Im sure they have other insiders holding shares and buying now to make sure they can vote as minority shareholders and are holding probably 150 million shares that will vote to approve low price buyout and out vote us

UCPA has pretty much disregarded us shareholders for years putting out virtually nothing and doing nothing to increase shareholder value. I guarantee we get screwed once again in this reorganization.

Three Kronor Media Nordics | a Making Science Company
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https://se.linkedin.com/showcase/trekronormedianordics/?trk=public_post_feed-actor-name

Generally, appraisal rights are a minority shareholder’s exclusive remedy to obtain a fair buyout. Minority shareholders cannot ordinarily challenge or attack the corporation’s proposed merger. An exception to this rule applies when one party to the merger is directly or indirectly controlled by, or under common control with, another party to the merger.

They have a Fiduciary duty to Minority shareholders. Fraud on the minority is the expropriation of the minority's property by the majority. The majority cannot make use of its power to take over the shares of the minority. If they try to it opens them up to litigation.

Where does it say this? I highly doubt that as minority shareholders like us will not approve this. It would not get approved.

Because Making Science is on both sides of the merger a majority of minority shareholders are required to approve it.

.026 per share would be a fair price

https://www.makingscience.com/wp-content/uploads/2024/05/2024-05-06-Alantra-Full-Report.pdf
3) ... and leaves the door open for a new capital increase
In this context, MAKS
aims to raise up to €7m
of fresh capital (9% of
total) to fund more M&A,
strengthen the B/S and
increase free float
Considering the very positive operational context, Making Science aims to raise up to €7m of new
equity, equivalent to up to 9% of total capital, with the idea of: 1) funding small M&A (the remaining
minorities or other); 2) maintaining the B/S in check; and 3) increasing the free float and liquidity.
In more detail:
1) In 2023, Making Science acquired Celsius’ remaining minorities for c.€4m (€2.5m cash and
€1.5m earnouts), and we expect that Making Science would eventually look to acquire the
remaining minorities in Ad-Machina and Tre Kronor.
Ad-Machina is the owner of ad-tech technology specialised in search engine optimization for
campaigns (the technology mostly allows for the improvement of conversion rates). Making
Science acquired a 51% stake in mid-21 for €1m, and has a call option to acquire the remaining
49% stake (19% in 2024 and 30% in 2025). The technology acquired has been a complete
success, as it has been easier to escalate within Making Science and incorporate into the
latter’s growing client portfolio, thus enhancing the product offering and boosting returns.
Tre Kronor is a media agency based in the Nordics and is owned by UCP which is listed in the
US. Making Science acquired a 70% stake in UCP in early 2022 for €1.3m cash, 133k shares
worth €2.9m and a €5.9m earnout. Later on, in August-2023, Making Science acquired an
additional 6.3% stake. The broadening of Tre Kronor’s service portfolio with Making Science’s
capabilities has been very successful to date: based on the strong Q1, we expect Tre Kronor
to generate €1.6-1.7m EBITDA in 2024, which would imply >25% CA

How Mergers and Acquisitions Are Valued
Both companies involved on either side of an M&A deal will value the target company differently. The seller will obviously value the company at the highest price possible, while the buyer will attempt to buy it for the lowest price possible. Fortunately, a company can be objectively valued by studying comparable companies in an industry, and by relying on the following metrics.

Price-to-Earnings Ratio (P/E Ratio)
With the use of a price-to-earnings ratio (P/E ratio), an acquiring company makes an offer that is a multiple of the earnings of the target company. Examining the P/E for all the stocks within the same industry group will give the acquiring company good guidance for what the target's P/E multiple should be.

Enterprise-Value-to-Sales Ratio (EV/Sales)
With an enterprise-value-to-sales ratio (EV/sales), the acquiring company makes an offer as a multiple of the revenues while being aware of the price-to-sales (P/S ratio) of other companies in the industry.

Discounted Cash Flow (DCF)
A key valuation tool in M&A, a discounted cash flow (DFC) analysis determines a company's current value, according to its estimated future cash flows. Forecasted free cash flows (net income + depreciation/amortization (capital expenditures) change in working capital) are discounted to a present value using the company's weighted average cost of capital (WACC). Admittedly, DCF is tricky to get right, but few tools can rival this valuation method.

Because Making Science is on both sides of the merger a majority of minority shareholders are required to approve it.

Like I said, they control over 70% of the shares and our votes mean nothing.

Marking Science states that from a financial point of view that it's fair for shareholders to sell their shares at .0029. Then why doesn't Making Science try to sell their position in UCPA at .0029 per share. It's only fair right. Have shares in UCPA really lost that much value since Making Science purchased shares in UCPA? Making Science should do better than this for shareholders.

The Company anticipates mailing its proxy statement to stockholders prior to the end of June 2024 .

https://trekronormedia.se/2024/06/28/making-science-launches-three-innovative-solutions-from-the-gauss-ai-suite-on-google-cloud-marketplace/

https://gaussplatform.com/

https://trekronormedia.se

Absolutely, this is a team effort.

I will be voting no. I have about 2 million shares. Not a lot but if we all vote no maybe we can get more!

We all need to know when to vote and all on the same page.

https://www.makingscience.com/wp-content/uploads/2024/01/IP-2027-Plan-English.pdf

My understanding is they control 74% of some number close so I don't think our votes mean anything. We are screwed. I just hope we actually get the money not some restricted garbage.

You got it. They stated the buyout would only happen if minority shareholders vote in favor of it.

So they as the vast majority share holders still need our minority votes to pass this buyout?

Manipulation and deceit is not fair business practice and should not be voted in favor of by minority shareholders. They are only buying at that price if minority shareholders vote to sell that cheap. Why would any of us vote to sell our shares that low. They found someone to state this is a fair price, due to the fact that the market price has been manipulated down so low.

So I’m getting mixed opinions on what happens when/if the merger vote goes through. Are they able if it goes through to buy all outstanding shares for the “fair” value stated?

I've been buying. Anything down here should be bought IMO.

Making Science has done everything they can to keep UCPA share price low. Now they are low balling us to attempt to buy us out cheap. They can do much better than this. They know the stock price is about to increase with all the growth UCPA is making. That's why they are offering to buy our shares now. They need to offer more for us to even consider selling at this point.

Are you suggesting public shaming?

https://se.linkedin.com/showcase/trekronormedianordics/?trk=public_post_feed-actor-name

Sell this. Loll

You don’t need to sell. If the vote passes they are automatically sold you have no options

So would I. Let's see if we get anything at all and cash put in our accounts and nothing restricted. This company with 76% insiders owned shares should never have been public. They pretty much couldn't have given a crap about shareholders holding only 24% of the shares and rarely put anything out. Watch us get screwed.