NEWS THIS MORNING - 2008/04/08 09:15 amTrustcash Holdings, Inc. Releases the Fourth and Final Segment of Its Chairman's Letter to Its Shareholders and Shareholders of Paivis, Corp.
NEW YORK, NY, Apr 08, 2008 (MARKET WIRE via COMTEX) -- TRUSTCASH HOLDINGS, INC. ("TRUSTCASH") (TCHH) today released the fourth and final segment of a letter from its Chairman, Dennis Shafer, to its shareholders and the shareholders of PAIVIS, CORP. ("PAIVIS") (PINKSHEETS: PAVC).
Dear Trustcash and Paivis Shareholders:
We previously reviewed the prospective merger of Trustcash Holdings, Inc. and Paivis, their respective businesses, and the growth opportunities available as a result of consolidating power within the emerging markets of debit cards and phone payment cards for a rapidly growing cash-based economy.
Summary Facts of the Merger:
-- $100 billion plus e-Commerce market -- $171 billion closed-loop stored value card market -- $6 billion phone card market (according to an Atlantic-ACM report) -- Common cash-based market of 100 million consumers -- $73 million combined revenue -- 100,000 users -- Potential of over 70,000 retail outlets -- Common transaction processing and administrative functions -- Consolidated powerhouse in a fragmented market -- Integrating four of the leading growth industries: stored value cards, wireless services, Internet and e-Commerce, and cash-based payment transactions
In my opinion the summary facts above, which I previously discussed in detail, clearly shows the value potential ahead of us. We believe it also shows that based on the future post merger opportunity that both companies in terms of common share price are currently undervalued.
As we move forward to merger and make these summary facts part of our operational foundation we feel we are building the prepaid company of the future.
Our final discussion relates to the operating and management synergies resulting from this merger. Paivis, its pending acquisition partners and Trustcash all have similar payment processing functions and similar distribution methods. Combining functions such as sales and marketing, Information Systems (IS), and administrative processes may result not only in immediate savings and profit enhancement, but more importantly a strategic advantage over smaller competitors.
We plan to consolidate our IS functions and add state of the art systems in order to provide the scale necessary to support rapid and large volume growth, in addition to superior customer service and payment processing flexibility. Our sales and distribution activities will be consolidated to increase relationships with current retailers as well as to rapidly grow our distribution in all geographic and consumer market segments. And we plan to accelerate our combined marketing activities to reach a much greater segment of the cash based economy, using techniques such as ethnic group targeting, geographic targeting, multi language marketing materials, and key influencer public figures in marketing campaigns.
Finally, consolidating and enhancing our management team forms a team with the characteristics required to lead a company from merger to integration to growth and ultimately to profit.
We know our businesses and our market opportunities, and are ready to add significant value to investors and shareholders as we consolidate our individual strengths to build the prepaid company of tomorrow.
Sincerely, Dennis Shafer Chairman Trustcash Holdings, Inc.We are your low voltage experts! We sell and install, security, sound, video, phones, CCTV, access control, home theaters, both commercial and residential. LCD and Plasma's.
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clearcomllc
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Re:NEWS THIS MORNING - 2008/04/08 09:31 pmI like it too. Apparently we are the only two. The stock dropped after the news. What give??We are your low voltage experts! We sell and install, security, sound, video, phones, CCTV, access control, home theaters, both commercial and residential. LCD and Plasma's.
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HeywoodFloyd
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Re:NEWS THIS MORNING - 2008/04/08 09:40 pmIt's not freely trading -- so expect weird manipualtion.
Never believe anything anyone tells unless you can figure it out for yourself. (That includes everything I tell you.)
And yes, I am a member of the GGG and follow TG.
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brolay
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Re:NEWS THIS MORNING - 2008/04/09 09:52 amIt would probably help if we had a better understanding of the actual timeline that might be implemented. As I recall, we are facing an 8 June deadlilne for this merger to occur. Still, the news is certainly positive. There must be a lot of angst about this deal going through.
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ndssomluk
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Re:NEWS THIS MORNING - 2008/04/09 12:19 pmbrolay wrote: It would probably help if we had a better understanding of the actual timeline that might be implemented. As I recall, we are facing an 8 June deadlilne for this merger to occur. Still, the news is certainly positive. There must be a lot of angst about this deal going through.
Here's my take on all this. TCHH and PAVC are letting us know that the deal is coming along smoothly but they don't tell you exactly what their closing date is. Then TCHH also lets us know that they have the right to purchase on the market. It looks to me like they are smart enough to drag this out so they can buy stock cheaper, smart. They also are smart enough to not just start scooping up shares and drive the PPS up. I like what I see going on and yes I'm looking for my huge stack of dimes as well. I think these guys know exactly what they are doing and thats a good thing.www.bearpawartworks.com
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peterl
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Posts: 96
Re:NEWS THIS MORNING - 2008/04/09 12:33 pmHeywood, please explain what you mean by "its not freely trading"...Are there holds or restrictions on some of the Paivis shares. Thanx in advance for any feedback.
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Hank1
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Posts: 995
Re:NEWS THIS MORNING - 2008/04/09 12:48 pmRecently Trustcash announced its reservation of its right to purchase Paivis common shares in the open market at levels below the proposed $0.10 purchase price of the planned merger. Trustcash still maintains its right to do so because of its commitment to the merger. Trustcash also believes purchasing Paivis common stock in the open market could ultimately reduce the cost of the merger.
Well then? S*** or get off the pot. Volume would indicate something without PPS increase.
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synystyr1
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Posts: 50
Re:NEWS THIS MORNING - 2008/04/09 12:52 pmMore news...
Trustcash Holdings, Inc. Announces Customer Service Integration With Paivis; Commitment to Merger Wednesday, April 09 2008 - 12:07
TCHH $0.03 $0.002 (%7.14)
NEW YORK, NY -- (MARKET WIRE) -- 04/09/08 -- Trustcash Holdings, Inc. ("TRUSTCASH") (OTCBB: TCHH) today announces it has commenced the integration of its customer services division with that of Paivis, Corp. ("PAIVIS") (PINKSHEETS: PAVC).
This development and level of cooperation is in line with both companies' commitment to complete the planned merger as soon as practicable.
Although Trustcash shares are currently trading below $.10, we believe this pending merger offers significant opportunities for increasing shareholder value, and therefore Trustcash is committed to completing this merger despite the current market conditions.
Trustcash Holdings, Inc. previously announced an agreement to acquire Paivis, common stock in exchange for $.10 per share in cash and one common share Trustcash stock for every share of Paivis common stock.
Recently Trustcash announced its reservation of its right to purchase Paivis common shares in the open market at levels below the proposed $0.10 purchase price of the planned merger. Trustcash still maintains its right to do so because of its commitment to the merger. Trustcash also believes purchasing Paivis common stock in the open market could ultimately reduce the cost of the merger.
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HeywoodFloyd
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Re:NEWS THIS MORNING - 2008/04/09 02:49 pmPeople are asking me about financing. TCHH doesn't need the cash to buyout PAVC. It's being funded via a VC in terms of debt financing:
SECTION 1.09 FINANCING
The Parties agree that Closing is subject to the execution by Parent of an agreement for an equity or debt financing to the Parent of up to Twenty Million Dollars ($20,000,000) but no less than Sixteen Million Dollars ($16,000,000) on terms agreeable to both Parent and Target for the purposes of completing the acquisition of Detroit Phone Cards Inc. (“DPC”), AAAA Media Services Ltd. (“A4”) by the Target, the payment of the Cash Consideration portion of the Merger Consideration hereunder and working capital for the Parent (“the Financing”).http://www.freewebs.com/thefactoryfloor/
Never believe anything anyone tells unless you can figure it out for yourself. (That includes everything I tell you.)
And yes, I am a member of the GGG and follow TG.
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tc88ds
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Posts: 265
Re:NEWS THIS MORNING - 2008/04/09 06:03 pmHeywoodFloyd wrote: People are asking me about financing. TCHH doesn't need the cash to buyout PAVC. It's being funded via a VC in terms of debt financing:
SECTION 1.09 FINANCING
The Parties agree that Closing is subject to the execution by Parent of an agreement for an equity or debt financing to the Parent of up to Twenty Million Dollars ($20,000,000) but no less than Sixteen Million Dollars ($16,000,000) on terms agreeable to both Parent and Target for the purposes of completing the acquisition of Detroit Phone Cards Inc. (“DPC”), AAAA Media Services Ltd. (“A4”) by the Target, the payment of the Cash Consideration portion of the Merger Consideration hereunder and working capital for the Parent (“the Financing”).
Heywood, can you please explain a little more in detail? What does the initials or letters VC refer to. And so your saying TCHH is taking a long term debt to finance the buyout?
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HeywoodFloyd
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Re:NEWS THIS MORNING - 2008/04/09 11:17 pmtc88ds wrote: HeywoodFloyd wrote: People are asking me about financing. TCHH doesn't need the cash to buyout PAVC. It's being funded via a VC in terms of debt financing:
SECTION 1.09 FINANCING
The Parties agree that Closing is subject to the execution by Parent of an agreement for an equity or debt financing to the Parent of up to Twenty Million Dollars ($20,000,000) but no less than Sixteen Million Dollars ($16,000,000) on terms agreeable to both Parent and Target for the purposes of completing the acquisition of Detroit Phone Cards Inc. (“DPC”), AAAA Media Services Ltd. (“A4”) by the Target, the payment of the Cash Consideration portion of the Merger Consideration hereunder and working capital for the Parent (“the Financing”).
Heywood, can you please explain a little more in detail? What does the initials or letters VC refer to. And so your saying TCHH is taking a long term debt to finance the buyout?
Yes. The use of the VC is basically the assumption of a CD to pay for the merger. After the merger, the CD needs to be satisfied by the surviving company. If they don't want to use a CD, they can let the VC dilute the parent via a 144 or some other mechanism as to pay for the debt and then clean up the OS afterwards.
I don't think the restricted TCHH shares will be worth much after all is said and done since the debt payment may wipe them out. Take the dime and run away from the burning building!http://www.freewebs.com/thefactoryfloor/
Never believe anything anyone tells unless you can figure it out for yourself. (That includes everything I tell you.)
And yes, I am a member of the GGG and follow TG.
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Hank1
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Re:NEWS THIS MORNING - 2008/04/09 11:26 pmTHAT'S WHAT I'M TALKING ABOUT!! HeywoodFloyd .... I'm ready to belly up
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tc88ds
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Posts: 265
Re:NEWS THIS MORNING - 2008/04/09 11:34 pmHeywoodFloyd wrote: tc88ds wrote: HeywoodFloyd wrote: People are asking me about financing. TCHH doesn't need the cash to buyout PAVC. It's being funded via a VC in terms of debt financing:
SECTION 1.09 FINANCING
The Parties agree that Closing is subject to the execution by Parent of an agreement for an equity or debt financing to the Parent of up to Twenty Million Dollars ($20,000,000) but no less than Sixteen Million Dollars ($16,000,000) on terms agreeable to both Parent and Target for the purposes of completing the acquisition of Detroit Phone Cards Inc. (“DPC”), AAAA Media Services Ltd. (“A4”) by the Target, the payment of the Cash Consideration portion of the Merger Consideration hereunder and working capital for the Parent (“the Financing”).
Heywood, can you please explain a little more in detail? What does the initials or letters VC refer to. And so your saying TCHH is taking a long term debt to finance the buyout?
Yes. The use of the VC is basically the assumption of a CD to pay for the merger. After the merger, the CD needs to be satisfied by the surviving company. If they don't want to use a CD, they can let the VC dilute the parent via a 144 or some other mechanism as to pay for the debt and then clean up the OS afterwards.
I don't think the restricted TCHH shares will be worth much after all is said and done since the debt payment may wipe them out. Take the dime and run away from the burning building!
IMO...the trick here will be to get out before the building starts to fall down. And so how narrow will the door be to get out? Is that a fair question?
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HeywoodFloyd
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Re:NEWS THIS MORNING - 2008/04/10 01:38 amtc88ds wrote: HeywoodFloyd wrote: tc88ds wrote: HeywoodFloyd wrote: People are asking me about financing. TCHH doesn't need the cash to buyout PAVC. It's being funded via a VC in terms of debt financing:
SECTION 1.09 FINANCING
The Parties agree that Closing is subject to the execution by Parent of an agreement for an equity or debt financing to the Parent of up to Twenty Million Dollars ($20,000,000) but no less than Sixteen Million Dollars ($16,000,000) on terms agreeable to both Parent and Target for the purposes of completing the acquisition of Detroit Phone Cards Inc. (“DPC”), AAAA Media Services Ltd. (“A4”) by the Target, the payment of the Cash Consideration portion of the Merger Consideration hereunder and working capital for the Parent (“the Financing”).
Heywood, can you please explain a little more in detail? What does the initials or letters VC refer to. And so your saying TCHH is taking a long term debt to finance the buyout?
Yes. The use of the VC is basically the assumption of a CD to pay for the merger. After the merger, the CD needs to be satisfied by the surviving company. If they don't want to use a CD, they can let the VC dilute the parent via a 144 or some other mechanism as to pay for the debt and then clean up the OS afterwards.
I don't think the restricted TCHH shares will be worth much after all is said and done since the debt payment may wipe them out. Take the dime and run away from the burning building!
IMO...the trick here will be to get out before the building starts to fall down. And so how narrow will the door be to get out? Is that a fair question?
Well, we all get paid about the same time -- so it's not a matter of getting through the door. It's about being able to walk away from the merger once it's done. I won't be investing in the result - just taking the VC cash and will watch TCHH burn from a safe distance.
Never believe anything anyone tells unless you can figure it out for yourself. (That includes everything I tell you.)
And yes, I am a member of the GGG and follow TG.
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redrooster
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Re:NEWS THIS MORNING - 2008/04/10 08:31 amNEW YORK, NY, Apr 10, 2008 (MARKET WIRE via COMTEX) -- TRUSTCASH HOLDINGS, INC. ("TRUSTCASH") (TCHH:trustcash hldgs inc com News, chart, profile, more Last: 0.030.000.00%
3:56pm 04/09/2008
Delayed quote dataAdd to portfolio Analyst Create alertInsider Discuss Financials Sponsored by: TCHH 0.03, 0.00, 0.0%) responding to numerous shareholder inquiries confirms it has purchased common shares of Paivis in the open market. Trustcash plans to continue its accumulation of Paivis common shares in the open market prior to closing of the planned merger with PAIVIS, CORP. ("PAIVIS") (PINKSHEETS: PAVC). Trustcash feels it is in the best interest of the Trustcash shareholders to take advantage of the opportunity to purchase Paivis common shares in the open market at levels below the proposed $0.10 purchase price of the planned merger. Trustcash management believes that this action could ultimately reduce the cost of the merger. At the sole discretion of Trustcash's management and the board of directors, it will request physical delivery of any and all shares it has accumulated in the open market.
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clearshadow
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Posts: 180
Re:NEWS THIS MORNING - 2008/04/10 12:23 pmHello all, Ok ,, For all you In the know out Their.. I have some powder. Should I increase my position in Pavc? TKX in advance
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ndssomluk
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Re:NEWS THIS MORNING - 2008/04/10 01:55 pmclearshadow wrote: Hello all, Ok ,, For all you In the know out Their.. I have some powder. Should I increase my position in Pavc? TKX in advance
IMO it looks like all is going as planned, so the more shares the better the payoff. But having said that, never invest money you can't afford to lose!!!!www.bearpawartworks.com
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HeywoodFloyd
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Re:NEWS THIS MORNING - 2008/04/10 02:26 pmndssomluk wrote: clearshadow wrote: Hello all, Ok ,, For all you In the know out Their.. I have some powder. Should I increase my position in Pavc? TKX in advance
IMO it looks like all is going as planned, so the more shares the better the payoff. But having said that, never invest money you can't afford to lose!!!!
Never believe anything anyone tells unless you can figure it out for yourself. (That includes everything I tell you.)
And yes, I am a member of the GGG and follow TG.
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HeywoodFloyd
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Re:NEWS THIS MORNING - 2008/04/10 02:30 pmredrooster wrote: NEW YORK, NY, Apr 10, 2008 (MARKET WIRE via COMTEX) -- TRUSTCASH HOLDINGS, INC. ("TRUSTCASH") (TCHH:trustcash hldgs inc com News, chart, profile, more Last: 0.030.000.00%
3:56pm 04/09/2008
Delayed quote dataAdd to portfolio Analyst Create alertInsider Discuss Financials Sponsored by: TCHH 0.03, 0.00, 0.0%) responding to numerous shareholder inquiries confirms it has purchased common shares of Paivis in the open market. Trustcash plans to continue its accumulation of Paivis common shares in the open market prior to closing of the planned merger with PAIVIS, CORP. ("PAIVIS") (PINKSHEETS: PAVC). Trustcash feels it is in the best interest of the Trustcash shareholders to take advantage of the opportunity to purchase Paivis common shares in the open market at levels below the proposed $0.10 purchase p
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