SpaceDev Signs Agreement to Be Acquired by Sierra Nevada

spacy600 · Oct 20, 2008

LinkPrice is way to low, I am voting no.

aphh · Oct 21, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>LinkPrice is way to low, I am voting no.   Posted by spacy600</DIV>I'm voting no, too. Can I try to contact you by PM to discuss more about this?

spacy600 · Oct 21, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>I'm voting no, too. Can I try to contact you by PM to discuss more about this? Posted by aphh</DIV>Yahoo groups has a disscussion going here  you have to join, but it is  livly.Another group is here is free but not as informitive. I check both

aphh · Oct 21, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>Yahoo groups has a disscussion going here  you have to join, but it is  livly.Another group is here is free but not as informitive. I check both   Posted by spacy600</DIV>Thanks, I was merely thinking, that as a foreign investor I may not get all of the relevant information when it comes time to vote for the deal, so I was thinking that since you said you were going to vote no, I might have been able to transfer my voting rights to you in case I do not receive all the relevant forms.Forexample, I did not receive an invitation to the shareholders' meeting the last time, this may be due to myself not being visible in the shareholders list, but my portfolio broker company. I am still a minor shareholder in SpaceDev and am not happy about this deal.There goes one more emerging space company, aswell as Benson's legacy, for half the price to a government contractor. DreamChaser will likely never have the chance to get built now.

spacy600 · Oct 21, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>Thanks, I was merely thinking, that as a foreign investor I may not get all of the relevant information when it comes time to vote for the deal, so I was thinking that since you said you were going to vote no, I might have been able to transfer my voting rights to you in case I do not receive all the relevant forms.Forexample, I did not receive an invitation to the shareholders' meeting the last time, this may be due to myself not being visible in the shareholders list, but my portfolio broker company. I am still a minor shareholder in SpaceDev and am not happy about this deal.There goes one more emerging space company, aswell as Benson's legacy, for half the price to a government contractor. DreamChaser will likely never have the chance to get built now.  Posted by aphh</DIV>No one gets a invitation to the meeting. The date and time, place is put out in the reports, then you just show up.At least that was what I did the one time I went to a shareholder meeting. No thanks on the transfer, that sounds like the Nigerian scam. You keep what you have, I keep what I have.<img src="http://sitelife.space.com/ver1.0/content/scripts/tinymce/plugins/emotions/images/smiley-smile.gif" border="0" alt="Smile" title="Smile" />

aphh · Oct 22, 2008

It's just a letter stating, that you represent my votes in the election. But thanks, anyway.I'll investigate further.

summoner · Oct 22, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>It's just a letter stating, that you represent my votes in the election. But thanks, anyway.I'll investigate further. Posted by aphh</DIV> Even if you are not present you should recieve the paperwork to vote your shares.    <div class="Discussion_UserSignature"> <table cellpadding="0" cellspacing="0" style="width:271px;background-color:#FFF;border:1pxsolid#999"><tr><td colspan="2"><div style="height:35px"><img src="http://banners.wunderground.com/weathersticker/htmlSticker1/language/www/US/MT/Three_Forks.gif" alt="" height="35" width="271" style="border:0px" /></div>

holmec · Oct 22, 2008

If and when this goes through, what will it mean to SpaceDev and SNC?  Will the SpaceDev name go away? With this and Benson's death, I expect that Dreamchaser project will die as well. <div class="Discussion_UserSignature"> "SCE to AUX" - John Aaron, curiosity pays off </div>

aphh · Oct 22, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>If and when this goes through, what will it mean to SpaceDev and SNC?  Will the SpaceDev name go away? With this and Benson's death, I expect that Dreamchaser project will die as well. Posted by holmec</DIV>SNC looks more like a contractor to the government with emphasis on military. Even if they kept the name as a business unit, DreamChaser will most likely get canned immediately.I tried to contact Hans Steininger of OHB's subsidiary, they hold some 19% of the shares. Let's see if I could get a reply how they feel about this.It's only 40 million that would be needed to save a perfectly good space company, which share price would multiply in a year or two, when SpaceDev started to get more media attention because of SpaceShip 2 and it's hybrid motors nearing completion.

spacy600 · Oct 22, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>It's just a letter stating, that you represent my votes in the election. But thanks, anyway.I'll investigate further. Posted by aphh</DIV>Your request sounded odd, good luck. For more info you may go to the SEC web site a lot ofSpacedev paper work is there. Link here  Transfer and Other Restrictions. Stockholder represents, covenants and agrees that, except for the proxy granted in Section 1.3 hereof and as contemplated by this Agreement: (i) Stockholder shall not, directly or indirectly, during the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 5 hereof, offer for sale or agree to sell, transfer, tender, assign, pledge, hypothecate or otherwise dispose of or enter into any contract, option or other arrangement or understanding with respect to, or consent to, the offer for sale, sale, transfer, tender, pledge, hypothecation, encumbrance, assignment or other disposition of, or create any Encumbrance of any nature whatsoever with respect to, any or all of the Shares or any interest therein; (ii) Stockholder shall not grant any proxy or power of attorney, or deposit any Shares into a voting trust or enter into a voting agreement or other arrangement, with respect to the voting of Shares (each a “Voting Proxy&rdquo

except as provided by this Agreement; and (iii) Stockholder has not granted, entered into or otherwise created any Voting Proxy which is currently (or which will hereafter become) effective, and if any Voting Proxy has been created, such Voting Proxy is hereby revoked. Notwithstanding the foregoing, Stockholder may transfer or otherwise dispose of any Shares (A) in open market resale transactions (e.g. in a transaction in which there have been no discussions, agreements or understandings between the seller and the buyer or their respective agents or representatives and in connection with which no solicitation of buyers or offers to buy has occurred) with respect to resales of any shares of Company Common Stock, and (B) as a bona fide gift or gifts, provided that it shall be a condition to such transfer that each donee thereof executes and delivers to Buyer (1) an agreement with Buyer in the form of this Agreement and (2) an irrevocable proxy in the form attached hereto as Exhibit A, in each case with respect to any and all Shares so transferred, and (C) to the Company.

aphh · Oct 22, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>Your request sounded odd, good luck. Posted by spacy600</DIV>I know who the major shareholders are. To organize a resistance we'd need to know how some of them feel about this.Edit: the text you pasted speaks mostly about the preferred stock, which are limited in their nature and not in circulation. The common stock, which is in the free circulation, can not be limited at all to form a coalition.

aphh · Oct 22, 2008

I'm trying to think of something, but in the mean time, each SpaceDev share that trades below 0.68 is going to vote 'yes' for the merger and grab a quick profit, and there's nearly one million changed hands already after the announcement was made.So I'm trying to purchase as many as possible myself while the stocks last. Let's see if I could one day tell my grandkids, that at some point I had 1% of SpaceDev shares.It's pretty hectic at the moment. <img src="http://sitelife.space.com/ver1.0/content/scripts/tinymce/plugins/emotions/images/smiley-smile.gif" border="0" alt="Smile" title="Smile" />

spacy600 · Oct 22, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>I'm trying to think of something, but in the mean time, each SpaceDev share that trades below 0.68 is going to vote 'yes' for the merger and grab a quick profit, and there's nearly one million changed hands already after the announcement was made.So I'm trying to purchase as many as possible myself while the stocks last. Let's see if I could one day tell my grandkids, that at some point I had 1% of SpaceDev shares.It's pretty hectic at the moment. Posted by aphh</DIV>Some of the Yahoo group are talking of a leagal action. They feel the BOD is not doing it's Fuediary duty.And the CEO and CFO lied. But it may be difficult to prove.Hans is on the Board, but it looks like he was the only one not to pledge his shares. They would have 51% instead of 37%. What do you think of a white knight coming in, either a public company, or Bigelow, Carmack, Bezos?

aphh · Oct 22, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>Some of the Yahoo group are talking of a leagal action. They feel the BOD is not doing it's Fuediary duty.And the CEO and CFO lied. But it may be difficult to prove.Hans is on the Board, but it looks like he was the only one not to pledge his shares. They would have 51% instead of 37%. What do you think of a white knight coming in, either a public company, or Bigelow, Carmack, Bezos? Posted by spacy600</DIV>Northrop Grumman / Scaled would be my favorite. That would give DreamChaser a chance. 45 - 50 million is not terribly big amount for a company that is going to change the future of space technologies.Anybody want to join me to organize a fund raiser? We've got November to come up with 45 million. <img src="http://sitelife.space.com/ver1.0/content/scripts/tinymce/plugins/emotions/images/smiley-smile.gif" border="0" alt="Smile" title="Smile" />

DrRocket · Oct 22, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>Some of the Yahoo group are talking of a leagal action. They feel the BOD is not doing it's Fuediary duty.And the CEO and CFO lied. But it may be difficult to prove.Hans is on the Board, but it looks like he was the only one not to pledge his shares. They would have 51% instead of 37%. What do you think of a white knight coming in, either a public company, or Bigelow, Carmack, Bezos? Posted by spacy600</DIV>If you are correct ahd Hans holds 14% of the stock, then the only way that this sale does not go through is if he votes his stock against it.  That is a necessary condition for the sale to fail.  It is not sufficient.  If any other group with 13+% votes in favor it also is approved.  It is an extremely rare thing for an acquisition that has been approved by the Board of Directors to fail in a stockholder vote, unless there is open opposition and a proxy fight led by a major shareholder.  Hans holds the key cards in this one, but unless he strongly opposes the acquisition and is able to rally a lot of smaller shareholders behind him this one will pass.Good luck.  It doesn't look like much of a premium is being offered compared to the 1 year history of stock prices.  But if SpaceDev is being hurt badly by the current credit market and is unable to obtain needed loans it may be the best way out.  You might want to get some info on cash flow for SpaceDev, and determine if the current credit crunch is at the root of this.  <div class="Discussion_UserSignature"> </div>

spacy600 · Oct 22, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>If you are correct ahd Hans holds 14% of the stock, then the only way that this sale does not go through is if he votes his stock against it.  That is a necessary condition for the sale to fail.  It is not sufficient.  If any other group with 13+% votes in favor it also is approved.  It is an extremely rare thing for an acquisition that has been approved by the Board of Directors to fail in a stockholder vote, unless there is open opposition and a proxy fight led by a major shareholder.  Hans holds the key cards in this one, but unless he strongly opposes the acquisition and is able to rally a lot of smaller shareholders behind him this one will pass.Good luck.  It doesn't look like much of a premium is being offered compared to the 1 year history of stock prices.  But if SpaceDev is being hurt badly by the current credit market and is unable to obtain needed loans it may be the best way out.  You might want to get some info on cash flow for SpaceDev, and determine if the current credit crunch is at the root of this.  Posted by DrRocket</DIV> Here is  a second quater report cash is 5.4 million.with no mention of a "going concern" Here is   on page 52 a chart of major ownersLoeb bought in at 0.75 cents a share Hans / OHB bought in 0.62 and 0.75 cents a share38 million for this company is to cheap. It is 1x revenues.  Thanks for your thoughts.

Kevin_J_waldroup · Oct 25, 2008

<table border="0" cellspacing="0" cellpadding="0" width="550"><tbody><tr><td height="10">Press Release: October 20, 2008

spacy600 · Oct 28, 2008

Lawyer PR NEW YORK, Oct 28, 2008 (GlobeNewswire via COMTEX) -- Levi & Korsinsky ("L&K") is investigating breaches of fiduciary duty and other violations of state law by the board of directors of SpaceDev Inc. ("SpaceDev" or the "Company") (SPDV:<div class="t27 companyName">SPDV arising out of their attempt to sell the Company to Sierra Nevada Corporation. Under the terms of the agreement, the gross purchase price being paid for SpaceDev is approximately $38 million which, after certain deductions, is expected to result in a net price of between $0.68 and $0.72 per share to holders of SpaceDev common stock. The price is unfair given that the Company's shares closed at $0.70 as recently as June 18, 2008. Also, the sales process the Company conducted was flawed given that the Company's Board agreed to a $1.5 million termination fee which will ensure no superior offer will ever be forthcoming.</div>

aphh · Oct 28, 2008

Where to get 40 million to make a competing offer? I have 0.15% of the votes. I'd like to have the rest of it too, 98.5%. <img src="http://sitelife.space.com/ver1.0/content/scripts/tinymce/plugins/emotions/images/smiley-smile.gif" border="0" alt="Smile" title="Smile" />

spacy600 · Oct 28, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>Where to get 40 million to make a competing offer? I have 0.15% of the votes. I'd like to have the rest of it too, 98.5%. Posted by aphh</DIV>According to the merger document all you need is 5% (2 million shares) and be a dissenting shareholder.At least that is how I read the merger doc.  <div style="margin-left:0pt;text-indent:72pt;text-align:left">"(j) Dissenting Shares.  The aggregate number of Dissenting Shares for which demands for appraisal have been made or may still be made in accordance with DGCL Section 262 shall not (i) include any shares of Company Preferred Stock, or (ii) exceed five percent (5%) of the outstanding shares of Company Common Stock immediately prior to the Effective Time."</div>

aphh · Nov 3, 2008

I received some info from OHB today, they are letting SpaceDev go and propose others do the same. Atleast indirectly. So this merger will pass.Perhaps there are something deeper going on, like DOD/NASA telling SpaceDev, that they won't be getting juicy orders unless the ownership returns fully to US. Just my own speculation.So the only minor obstacle might be the litigation that some of the minority shareholders are pressing on, that the 1.5 million penalty for not closing the deal for the company is against the best interests of the shareholders.That issue is real, but I'm not sure what could be the outcome of a litigation. Perhaps I join the litigation to see if they could fork out a bit better price for the shares.

spacy600 · Nov 3, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>I received some info from OHB today, they are letting SpaceDev go and propose others do the same. Atleast indirectly. So this merger will pass.Perhaps there are something deeper going on, like DOD/NASA telling SpaceDev, that they won't be getting juicy orders unless the ownership returns fully to US. Just my own speculation.So the only minor obstacle might be the litigation that some of the minority shareholders are pressing on, that the 1.5 million penalty for not closing the deal for the company is against the best interests of the shareholders.That issue is real, but I'm not sure what could be the outcome of a litigation. Perhaps I join the litigation to see if they could fork out a bit better price for the shares.     Posted by aphh</DIV>Can you be more spefic on what OHB said?  How did you get this info? Did you notice right at 1400 east coast time the stock fell two cents, and about 130, 000 shares traded? Any other info you have would be helpfull, Thanks.

aphh · Nov 3, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>Can you be more spefic on what OHB said?  How did you get this info? Did you notice right at 1400 east coast time the stock fell two cents, and about 130, 000 shares traded? Any other info you have would be helpfull, Thanks. Posted by spacy600</DIV>I don't have much, but I requested info from OHB a week or two ago, and today I received a brief press release, that says that OHB represents 19% of the total votes and is supportive of the merger and proposes that the deal is pressed through as quickly as possible and the stockholders' election being arranged as soon as possible.Large chunks of SpaceDev stock has been changing hands each day after the merger proposal was announced. I think it will continue like this all the way to the final decision.I am going to see these events through as a owner with .15% of the votes. If they want these shares, they are going to have to buy them from me. I'm not going to sell, but instead I will allow them to buy the shares. With a suitable price, ofcourse. Don't sell now, they are going to use all sorts of tricks in the coming days to make you let go vastly underpriced. The deal is basically done (37% + 19%), so all they need now are the shares. The buyers of the large chunks could even be the "greedy insiders" wanting to make even more dough. If there is going to be a lawsuit, the less shares out in the wild, the better for them. <img src="http://sitelife.space.com/ver1.0/content/scripts/tinymce/plugins/emotions/images/smiley-smile.gif" border="0" alt="Smile" title="Smile" />

spacy600 · Nov 3, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>I don't have much, but I requested info from OHB a week or two ago, and today I received a brief press release, that says that OHB represents 19% of the total votes and is supportive of the merger and proposes that the deal is pressed through as quickly as possible and the stockholders' election being arranged as soon as possible.Large chunks of SpaceDev stock has been changing hands each day after the merger proposal was announced. I think it will continue like this all the way to the final decision.I am going to see these events through as a owner with .15% of the votes. If they want these shares, they are going to have to buy them from me. I'm not going to sell, but instead I will allow them to buy the shares. With a suitable price, ofcourse. Don't sell now, they are going to use all sorts of tricks in the coming days to make you let go vastly underpriced. The deal is basically done (37% + 19%), so all they need now are the shares. The buyers of the large chunks could even be the "greedy insiders" wanting to make even more dough. If there is going to be a lawsuit, the less shares out in the wild, the better for them. Posted by aphh</DIV>Yeah I was afraid of that. The OHB guy is on the BOD so I figured he was voting yes. I still have a sliver of hope for the Loeb shares, I belive they bought over 3 million for about 0.75 cents, so they are losing money. I will sell if the price gets up over .72 cents a share. But I will still be losing money. Thanks for the added info.

aphh · Nov 3, 2008

Replying to: <DIV CLASS='Discussion_PostQuote'>I still have a sliver of hope for the Loeb shares, I belive they bought over 3 million for about 0.75 cents, so they are losing money. Posted by spacy600</DIV>There could be a different price for the insiders. Even if they paid 50% better price for half of the shares, that would still be a 16.7% discount compared to if they paid the higher price for everybody (hypothetical scenario 150 + 100 = 250 but 150 + 150 = 300).It would be in our best interest to contact a lawyer in California. The 1.5 million penalty for the company for no-deal is wrong and would require further action by shareholders.This is a rip-off of the minority shareholders. Do you happen to live in California? Is there a chance you might be able to contact a local lawyer and ask about the deal?

SpaceDev Signs Agreement to Be Acquired by Sierra Nevada

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