Today, as a Linspire shareholder, I received the below "memorandum" from Linspire. I have confirmed with several other Linspire shareholders that they too received this same notice.
In classic Michael Robertson form, he has once again completely disregarded the 100 some-odd shareholders of Linspire by pulling off this deal without a shareholder meeting. Most states require shareholder approval of any merger or reorganization of a corporation, or the sale or transfer of all or substantially all of the corporation's assets. Regardless of state laws, common decency would dictate that even if a company only has 1 minority shareholder, there should be a shareholder meeting and the acquisition explained to all shareholders. What do Linspire shareholders get in place of a shareholder meeting? This completely worthless notice in the mail.
Why would Linspire pull off a midnight, back-room sell-off without a shareholders meeting? I'd ask them myself, but they haven't returned emails from me in the last ten months, and since they didn't hold a shareholders meeting in this matter, one is only left to speculate. So, here's my speculation...
This will end up being a completely insignificant event for Linspire shareholders and the end for Linspire customers. I predict this was done to: 1) help Robertson drain the company of its cash and resources. When I left Linspire, we had a very profitable year and the company had millions in the bank. I predict Robertson has moved this money to himself, family, and his other companies, leaving Linspire's minority shareholders with nothing. 2) help Robertson save face by issuing a "Linspire Acquired by Xandros!" press release, instead of living with the public humiliation that Linspire failed under his leadership. (Although, being out lasted by Xandros isn't much less embarrassing.) Such a press release will of course be meaningless unless the acquisition was substantial. As a shareholder, I will eventually find out. 3) Give Xandros a press release and perhaps some way for them to spin this to investors to raise money.
Just watch...this will not be good for Linspire's customers, partners or minority shareholders. I'd love nothing more than to be proven wrong! We'll know as soon as I hear what my stock is now worth.
Ten months ago, I offered Michael to purchase stock in the company for around $.50 a share (in cash). When we find out how much my stock is now worth, after this "acquisition," we'll see just how brilliant of a businessman Michael Robertson was. Let's see how much the value of that stock has changed in the short ten months since my departure. If I get more than $.50 for my shares (in cash, not some bogus, inflated valuation based on Xandros stock), then I'll be very happy and I'll be pleased with what Robertson and Kettler have done with the company. If it's worth a lot less than that, then I'll be very unhappy and it will show just how incompetent (or plane dishonest) Robertson and Kettler are.
To me, this looks like Michael, the "captain" of the Linspire ship, sees the boat sinking, so he casually tells the passengers on the ship that he's just going on a quick supply run, jumps on the only life boat with any cash and valuables he finds, paddles off to safety, and leaves everyone else behind to sink. Pathetic. I left Linspire with millions in their bank account and a plan, but Robertson and Kettler seem to have destroyed it all in ten months.
So, Michael, now that all the assets have been sold, what's my stock worth (again, no worthless Xandros stock please**), and what will happen with Linspire's customers?
Something tells me it will take a lawsuit to find out.
**PS: Before Linspire and Xandros try to spin this into something actually positive, I'd like to offer my Linspire shares to either Michael or Andy Typaldos (Xandros' CEO) for $.10 a share. That's 80% less than what it was worth just ten months ago. If this transaction happened at a good valuation, then I'm sure Michael and/or Andy will be all over my offer, right? I'll post here when they accept my offer. Don't hold your breath.