Aiming to become the global leader in chip-scale photonic solutions by deploying Optical Interposer technology to enable the seamless integration of electronics and photonics for a broad range of vertical market applications

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Message: The November 8, 2019 NR

 With all of the debate about the expectation of hearing about the 2nd tranche payment, I reviewed the NR to try to get a better sense of what is going on.

"The Company completed the sale of its wholly owned subsidiary, DenseLight Semiconductors Pte. Ltd., to a consortium of investors organized under DenseLight Semiconductor Technology (Shanghai) Ltd. (“DL Shanghai”). POET shareholders approved the sale with 99% of votes submitted at a Special Meeting held on October 24, 2019. The first tranche payment was received in the amount of US$8 million in return for which the Company initiated the transfer of 30% of DenseLight shares to the Buyer. The remaining 70% of the shares were placed in escrow, to be released to the Buyer upon receipt of the remaining two payments of US$13 million and US$5 million, which are expected to be made on or before December 31, 2019 and May 31, 2020, respectively.  As a result of the completed sale, POET is no longer responsible for the expenses of DenseLight, therefore enabling further execution on its objective to operate the Company according to a “fab-light” strategy.

Concurrent with the Closing, the Company repaid in full its loan to Espresso Capital and other parties as well as discharged all associated security interests in the assets of POET Technologies, Inc. The assets of the Company are no longer subject to any material liens or encumbrances"

 

Poet has the remaining 70% of the shares of Denselight in escrow to be released to the buyer when the two payments are received. Denselight Shanghai also assumes the daily operating costs for Denselight operations as of that NR date. Poet paid off its loan to Espresso Capital. If Poet wasn't confident to fully pay off its loan, then we might have more of an uneasy feeling to start to question are own management. Initially, the payment of the first tranche was delayed. We know the reasons are the China's currency controls. Despite that, Poet has forged ahead that it trusts the China Prosper investors working through Chinese red tape. I am of the opinion that Poet will not announce any material change regarding receipt until the final two tranche payments are received. Reading between the lines, to me, it becomes "material" when the actual asset (100%) of them change hands. If they wish to announce any progress in the meantime, then that is just as a courteousy to us even though it is not expected now. Afterall, the title of the NR announced a successful closing of the Denselight sale because both parties agreed to all conditions. The buyer knows they will not get 100% ownership until the two tranches are received. Because of Chinese currency controls, it may have been difficult to predict the actual closing date of the payments. The first tranche got delayed for 6 weeks or so, I think. When they announced the 2nd time of when the first tranche was to be received, it wasn't that far off as before. 

Both parties appear to be in complete agreement, and they seem to be forging ahead despite possible Chinese government posturing with currency controls. It seems to be generally accepted that both the buyer and seller agree on their perception and procedures of the Chinese government, but they act in good faith mutually.

Monolithic

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