last chance..., page-5

re: last chance ... tokyo < L/C - Do you think Newscorp is still eyeing LOK? >

Hi Tokyo ....

Lookinsmart is not me. I've only just got back "on" right "now" following a 2 week suspension!

But in regards to your Question, I will answer as best as I can, as follows:

Yes, I do feel that Rupert Murdoch is interested in LOK (Looksmart) and I have pointed out (and the figures cannot be arithmetically disputed) that the "reverse split" that Looksmart are seeking, can now give NEWS the opportunity to get that "controlling Interest" should they choose to go ahead.

I'll talk of WHY they (NEWS) would do well to do so (buy into Looksmart) in another post (or, two) but here (below) is the reasoning to support my contention. And I also hold the opinion that the reverse split is the ONLY way that NEWS could get that now much talked of, "controlling interest", should it be "on".

But, not the only reason for it, specifically. LOOK have already explained to the market, that the reason for the reverse split WAS to remain listed on the Nasdaq. They also have explained that a shareprice of anything above $5.00pps would allow for the possibility of more Institutional interest, in the stock.

Nothing really changes IMHO. IF the shareprice value (closed @ $0.83cps on friday in the US) is NOT above the required $1.00pps for 10 days prior to 12th of October, Looksmart have already advised the market, Filed on 9/19/2005, (Form Pre14A - page 5) that:

"IF we cannot demonstrate compliance with the minimum bid price rule by October 12th, 2005, the Nasdaq staff will provide written notification that our common stock will be delisted, and at the time we may appeal the staff's determination to a Listing's Qualification Panel".

During any appeal period, the stock will still remain listed. And, the fact that LOOK has now advised of THREE recent Tier One "deal" involvements & have even been said (by David Hills) recently, to now have around $61M "in the bank" & little to no debt. This (I'm sure), would be well & truly sufficient enough reason for a stay of a "delisting" by the Nasdaq authority, (the Listing's Qualification Panel).

LOOK would also explain to them that the "reverse split" proposal was destined to become a reality. The shareprice would then go to three, five, or, seven times what its price is, at the time of the reverse split taking place. Nothing would really change other than holders of the stock would then have current holdings divided by whatever ratio was decided on. Total Holdings "value" (or, the Co's Market Cap") would be the same the day before, as it will be the day after, subject to market fluctuations on those two days.

Some "silly" questions or, understandings about the reverse split proposal (& relating to my own NEWS, "controlling interest" possibilty/theory) were put to me elsewhere, & have been answered, as follows:

Q? - < It was to shrink everyones holdings so then LOOK could issue the remainder of its 200 million shares to NEWS for how much? >

A - "You really do have little understanding of this, it's obvious. Yes, depending on the Ratio selected LOOK could now (& only now) sell NEWS (following the reverse split) the stated "controlling interest" amount of shares required.

In each case, (be it the 1-3, 1-5, 1-7) a maximum of 200,000,000 shares would be the total "Authorized" stock figure, as is the case now. (Existing shares total).

Currently, "common stock" issued and outstanding is approximately 113.9 million shares and in the 1-3 ratio situation, would be reduced down to 38M. (22.8 million or 16.3 million, on the other two ratio's) I'm not sure what you mean by "shrink", (everyone's holdings?). - Yes, they do, (as has been stated) in the number of shares that holders have (following the R/S taking place) but total $$$'s value is theoretically the SAME, as it was before the split. (@ say $1.00 current, on a 1-3 Ratio basis, a value of $3.00pps). LOOK have allowed a total of approximately 162 million, 177.2 million or, 183.7 million shares of "authorized" but "unissued shares" of common stock and from those above figures, another 13.6 million, 8.2million or 5.8 million, would be reserved for issuance pursuant to the Plans,... (Stock options issued, etc).

So, in the case of the 1-3 ratio (162M - 13.6M) there are now up to 148.4M left, of which to "sell" enough to Rupert, for him to then gain his "controlling interest".

Q? - < What is odd...........the dopes think NEWS will get the shares NOT issued.......so in essence LOOK will issue them to NEWS at what price? >

A - No, the "dope" is the person who made such a statement!! - Where else would NEWS Corp get their required amount of shares from, if not from those 148.4M of "unissued shares" now being 'free'd up'??

Naturally a "buy in" (IMHO) could be expected to be in the region of let's say, $4.50cps (on the 1-3 ratio) so shareholders would then get an immediate rise in value, (of approx. $1.50cps) on the back of Rupert. Cheers !! - But when the market get to fully understand the total implications of such a move, should NEWS go ahead, (NEWS have been said to now have 70M "eyeballs" alone) I'd expect a shareprice (in a short time) in the region of, around the $7.00cps - $7.50cps for LOOK.

And, Rupert's ($4.50cps) entry for NEWS would already be showing a nice return for NEWS Shareholders, at this stage. (Is my thoughts).

Q?- < so after LOOK do the reverse split.........to get a controlling interest in LOOK....LOOk willl only need to issue >

1.....19 million shares

2...11.5 million shares

3...8.25 million shares

A - "LOL !! LOL !! LOL!! LOL!! LOL!! LOL!! - Re-read the above!!!

Q? - < So for NEWS to get a controlling interest in LOOK.....after the reverse split IS.....wait for it ...

EXACTLY THE SAME AS BEFORE THE REVERSE SPLIT >

A - WRONG!! - I feel Rupert will need somewhere in the region of (a mimimum) 45M shares (under the 1-3 ratio) and could then improve LOOK's available 'cash" situation by up to a whopping $202.5M .... Yipee !!

Tokyo .... It was my contention, that without a reverse split, Looksmart could not be in the picture .... I have simply said & maintained, that without a reverse split occuring, a NEWS involvement in having a "controlling interest" in Looksmart, would/could NEVER have been possible!!

Remember ... Looksmart have stated that, "They are NOT for sale", but to sell a 'controlling interest" ????

Then ...... That's a completely different situation .....

Cheers !!

:)
LC