Exhibit 10.11
[FLORIDA ATLANTIC SECURITIES CORP. LETTERHEAD]
Friday, May 29, 1998
Xxxxxxx Xxxxx, Ph.D.
Chairman & CEO
0000 Xxxxx Xxxxx Xxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
We understand that the Cancer Treatment Holdings, Inc. ("CTH"), a
Nevada corporation, (referred herein as the "Seller") and Greenstar Holdings,
Inc. (referred to herein as the "Buyer") proposed to enter into a purchase
agreement (referred to herein as the "Purchase Agreement") providing for the
sale of substantially all the assets and liabilities of CTH for a total
aggregate consideration of $2,810,000 which is to be paid from a deposit of
$50,000 made by the Buyer and held in escrow by Xxxxx, XxXxxxxx, Xxxxx, Xxxxxxxx
& Xxxxxxx, P.A., as escrow agent, $2,260,000 due at closing and an additional
deposit, also due at closing, of $50,000, which is to be held in escrow pending
the closing on the sale of certain deferred assets specifically indentified in
the Purchase Agreement. The terms and conditions of this Transaction are set
forth in more detail in the Purchase Agreement.
You have asked for our opinion, as investment bankers, as to whether
the consideration to be recieved by the Seller pursuant to the transaction
referred to above is fair to the Seller from a financial point of view, as of
the date hereof.
In connection with our opinion, we have, among other things: (i)
reviewed certain business, financial and other data with respect to the Seller,
including (a) the consolidated financial statements for recent years and interim
periods to February 28, 1997, and (b) certain other relevant financial and
operating data relating to the Seller; (ii) reviewed the financial terms and
conditions of the Purchase Agreement; (iii) reviewed certain publicly available
information concerning the trading of common stock of CTH; (iv) compared the
Seller from a financial point of view with certain other companies in the home
health care industry which we deemed to be relevant; (v) considered the
financial terms, to the extent publicly available, of selected recent business
combinations of companies in the home health care industry; (vi) reviewed and
discussed with representatives of the management of the Seller certain
information of a business and financial nature regarding the Seller, furnished
to us by them, including financial forecasts and related assumptions of the
Seller; (vii) made inquiries regarding, and discussed, proposed transactoin and
related Purchase Agreement and other matters related thereto with the Seller's
counsel and outside accountants; (viii) performed such other analyses and
examinations as we have deemed appropriate. We were not provided with any
information relating to the Buyer other than that Greenstar Holdings, Inc. was
established for the sole purpose of this transaction and that the two known
principals, Xxxxx X. Xxxxxxx, III, the Chief Financial Officer of CTH and Xxxxx
Xxxxx, a consultant to CTH, are both related parties and are not independent, as
they are participants on both sides of the transaction. We have relied upon
their representations and certain critical documents, including the financial
statements and forecasts, which were prepared, at least in part, by them.
In connection with our review, we have not assumed any obligation independently
to verify the foregoing information and the information and representations of
management, and have relied on its being accurate and complete in all material
respects With respect to the financial forecasts for the Seller provided to us
by its management, upon their advice and with your consent we have assumed for
purposes of our opinion that the forecasts have been
reasonably prepared on bases reflecting the best available estimates and
judgements of its management at the time of preparation as to the future
financial performance of the Seller and that they provide a reasonable basis
upon which we can form our opinion. We have also assumed that there have been no
material changes in the Seller's assets and liabilities, financial condition,
results of operations, business or prospects since the respective dates of their
last financial statements made available to us, or since the preparation of the
financial forecast which we have relied upon. We have relied on advice of
counsel and independent accountants to the Seller as to all legal and financial
reporting matters with respect to the Seller and the Purchase Agreement. We have
assumed that the transaction will be consummated in a matter that complies in
all respects with the applicable provisions of the Securities Act of 1933, as
amended (the "Securities Act"), the Securities Exchange Act of 1934 and all
other applicable federal and state statutes, rules and regulations. In addition,
we have not assumed responsibility for making an independent evaluation of the
reasonableness of the financial forecast provided, or the underlying assumptions
thereto, we have not assumed responsibility for making an independent
evaluation, appraisal or physical inspection of any of the assets or liabilities
(contingent or otherwise) of the Seller, nor have we been furnished with any
such appraisals. We have not been requested to, and do not, express any opinion
regarding the tax effect on, and the information made available to us as of, the
date hereof. Accordingly, although subsequent developments may affect this
opinion, we have not assumed any obligation to update, revise or reaffirm this
opinion.
We have assumed with your consent that the transaction will be
consummated in accordance with the terms described in the Purchase Agreement,
including the completion of the deferred assets sales described therein, which
is an integral part of the transaction, without any further amendments thereto,
without adjustment to the acquisition consideration and without waiver by either
the Seller or Buyer of any of the conditions to its obligations thereunder. We
have not been requested to, and do not, express any opinion regarding the
transaction as it relates to the holders of any debt instruments or promissory
notes described within the financial statements of CTH.
We will recieve a fee for services rendered in connection with our
rending of this opinion. We have met with CTH as possible financial advisor in
connection with providing future services relating to the disposition of the
remaining assets, primarily the public shell corporation, and may be asked to
act on their behalf in the future.
Based upon the foregoing and in reliance thereon, it is our opinion, as
qualified herein, that the consideration to be recieved by the Seller pursuant
to the transaction is fair to the Seller from a financial point of view, as of
the date hereof.
This opinion is directed to the Chairman of CTH in his connection of
the transaction and is not a recommendation to any party. Further, this opinion
addresses only the financial fairness of the consideration to the Seller and
does not address the relative merits of the transaction and any alternatives to
the transaction, the Seller's underlying decision to proceed with or effect the
transaction, or any other aspect of the transaction. This opinion may not be
used or referred to by the Seller, quoted or disclosed to any person in any
manner, without our prior written consent.
Very truly yours,
/s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
Chief Executive Officer
