Investor Bastion Trading said it will not participate in SkyAI’s proposed $201 million tender offer unless the company addresses what it described as problems around governance, disclosure and pricing. Bastion and its affiliates together hold about 9.99% of SkyAI’s common stock, making the objection notable as the company seeks to buy back up to 95% of outstanding shares and eligible warrants at $3 per share.
The investor also challenged the scale of SkyAI’s sales of SOL held in treasury. SkyAI had previously said it sold about 1 million SOL, while later regulatory filings showed it had only about 600,000 SOL remaining. Bastion asked the company to disclose the timing of those sales, the average execution price, proceeds, transaction costs and approval process, and said an independent review should be completed before the tender offer begins.
Bastion further called for changes to SkyAI’s board, the creation of an independent special committee to oversee the offer process, and an increase in the offer price to at least $3.50 per share. It also asked the company to remove a $100 SOL price condition and a 50% minimum participation threshold, exclude strategic adviser warrants, and bar insiders from tendering their securities.
Investor Bastion Trading said it will not take part in SkyAI’s proposed $201 million tender offer unless the company resolves issues tied to governance, disclosure and pricing.
Bastion Trading and its affiliates collectively hold about 9.99% of SkyAI’s common stock. Under the proposed terms, SkyAI plans to acquire up to 95% of its outstanding shares and eligible warrants at $3 per share.
Bastion questions the scale of SOL treasury sales
Bastion Trading challenged SkyAI over the sale of roughly 70% of its SOL treasury assets. SkyAI had previously said it sold about 1 million SOL, while later regulatory filings showed the company had only about 600,000 SOL left.
Bastion asked SkyAI to disclose when the sales took place, the average sale price, total proceeds, transaction costs and the approval process. It also called for an independent review before the tender offer starts.
Board changes and a higher offer price
Beyond the disclosure issue, Bastion Trading asked for changes to SkyAI’s board and the formation of an independent special committee to oversee the tender process.
On deal terms, Bastion said the offer price should be raised from $3 to at least $3.50 per share. It also asked SkyAI to remove the $100 SOL price condition and the 50% minimum participation threshold, exclude strategic adviser warrants, and prohibit insiders from tendering their holdings into the offer.
The report was cited by Bitcoin.com News.
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