Wednesday, February 4, 2015

OPINION-STORM CLOUDS FORMING OVER THE PROPOSED ADVANCED PHOTONIX (API), AND LUNA INNOVATIONS (LUNA) MERGER?




OPINION-

With at least six prospective class action lawsuits, filed or pending, (See below) API shareholders are being bombarded with solicitations to join class action lawsuits challenging the terms of the proposed merger of Advanced Photonix, with Luna Innovations, Inc.. Long-time shareholders are "wringing their hands" on whether to join one of these actions, and who could blame them? I know I am. The terms of the merger don't appear to the retail community to be fully transparent, there are lots of unanswered questions, and it appears that the much hated API Board of Directors stands to come out of the merger with a huge wind-fall in the form of options. One Director, Donald Pastor, who did not receive the support of a majority of shareholders at the last annual Board election, is proposed by API, as a member on the post-merger Luna Board. Talk about adding insult to shareholder’s injury!

2014 voting results can be found here:





One very, very longtime shareholder who has been around since circa. 1999, who posts on investment message boards dealing with API under the alias, numbrcruntchr, and who is well known and liked in the API investment community publicaly indicated he was joining the class-action lawsuit.


numbrcruntchr  5 hours ago Flag

o                            2users liked this postsusers disliked this posts1
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My Take
For what it's worth. If anyone can remember if it was 2 or 3 years ago at the August stockholders meeting, and I believe Kurtz said something to the effect that stock price wasn't important....not quoting, but that was my recollection. I remember because I was the 3rd or 4th person that asked a question referring to stock price and he was a bit upset at the questioning... I would appreciate it if anyone has that documentation at hand.

I'm making my decision to go with the lawyer. I don't think this company has ever done the stockholders justice.
I think the BOD and Top key people were over paid for this size of company and now are walking away by selling at an under value price.

This is just my opinion and not anything more.
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One other long, time loyal investor shared with an  API forum of investors via email:

“I will let karma take revenge for me. Seems like the Christian thing to do.;)”

He got the following response from another long time investor:

I agree with the Karma statement!! As a poor sucker that has 300,000 shares of this dog, I want it to succeed and hope this new management team can get it done. Since we really have no choice except to give them a chance, I see no advantage to making things harder on them for a few cents. Despite all the negativity about management, I still have belief in the technology. It will be, what it will be! Hope all of us can look back shortly and come out smelling like a rose!


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These two viewpoints, join in the lawsuit, and end the misery, or alternatively hang-in and see if the wonderful technology API  has created can finally come to fruition, appear to cover the existing sentiment.

I am “waffling” back and forth between the two positions. I can say that it’s very likely if I join the class action there will be millions of shares that follow me in that direction. I will keep readers posted.

 I would like API to let us know the specific amount of compensation, the Officers and Directors are going to receive. I’d like to know why management felt it was in the investment communities best interest to keep Donald Pastor on as a Director for Luna. I’d like to know what B.Riley Investment thinks of the merger. I have to assume that the current excellent engineering staff Irl Duling, et. al. will stay on, (but if not, then I'm gone) but what about Rob Risser and Steve Williamson?

I’d love to hear what blog readers would like to know.

The following is a list of lawsuits or investigations by law-firms that have been announced:





·                                  ADVANCED PHOTONIX, INC. SHAREHOLDER ALERT: Former SEC Attorney Willie Briscoe and Powers Taylor LLP Investigate Sale to Luna Innovators IncorporatedBusiness Wire (Wed 1:18PM EST)

o                                                        PR Newswire

o                                                        Wed Feb 04 2015
o                                                        PR Newswire

o                                                        Tue Feb 03 2015
·                                 ADVANCED PHOTONIX, INC. SHAREHOLDER ALERT: Rigrodsky & Long, P.A. Announces Investigation Of Buyout
o                                                        PR Newswire

o                                                        Tue Feb 03 2015
·                                  
o                                                        PR Newswire

o                                                        Tue Feb 03 2015
·                                  
o                                                        Business Wire

o                                                        Tue Feb 03 2015
o                                                        Business Wire

o                                                        Mon Feb 02 2015

·                                 Business Wire

·                                 Mon Feb 02 2015








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