Good questions which I kinda skirted, because I am not suggesting a buy-out (at least not originally). This question is what prompted me to first think of a 50-50 split (in ownership of shares).

If you think about it, what does EDIG really have to do in support of IFE?

1) Occassional engineering work (or maybe more than I think...but it really doesn`t matter, bottom line is that any engineering talent dedicated to IFE is CURRENTLY doing exactly what the customer requests, and the customer is Wencor NOW).

2) Production oversight (which I would think Wencor would eventually take over - I mean, does EDIG really want to be involved in it anyway?).

3) Participant liason (which could be considered part of production oversight), coordinating with others such as DivX, ITTIAM.

4) Collect money (currently not for royalties per se, but for end product).

IMO, they`d have to stay in all items except #2 no matter what. But I could see where EDIG`s IFE folks could be reporting to Wencor/IMS people on a ``dotted line`` (like consultants).

Heck, if you think about the scenario I`m suggesting, Wencor will essentially ``buy`` the control over EDIG that it desires (essentially buying ``exclusivity``, and a piece of the EDIG pie as EDIG prospers from their business, which they control, by way of stock appreciation). It would still be an ``arm`s-length`` relationship. And that would be the simplest approach. That is, though Wencor would weild the influence of the shares they`d own plus representation on the Board, they could continue to operate with EDIG as in the past, but perhaps with more favorable terms. They need digEs, they order `em from EDIG. They need engineering support, they contract services from EDIG (with high priority given by EDIG).

When I worked for a wholly-owned subsidiary of Hughes, that`s almost exactly how it worked. Some 70-80% of our work was in support of Divisions of Hughes Aircraft, the other 20-30% for our own (independent of Hughes) customers, Gov`t and commercial. In fact, I was the designated Business Systems Coordinator for the subsidiary (one of the hats I wore), coordinating with the administrative activities at the divisions for cooperative support. The one ``different`` thing from non-Hughes work was the handling of payment. It was, of course, all internal with tax implications. But we ultimately got paid. There were times where Hughes would exercise its influence, like ``forcing`` us to accept a smaller than expected profit.

But I digress, as my base scenario doesn`t mean a buy-out, only Wencor taking an equity stake large enough to obtain a satisfactory level of control. Maybe a 49% stake is enough. Maybe 50-50 as I originally suggested. Maybe only 25-35% (if they got 100M out of 300M that would be 33%). They don`t have to own us, and may not want to. EDIG is a public company, Wencor is privately held. Why would they want to step across that line? If they were interested in doing that, they would have gone public years ago.

Refer to my original posts to consider the benefits to both companies (where I may have been a little more elaborate).

Wencor gets a level of influence (control) to assure access to dedicated EDIG resources and exclusivity for IFE/travel business, a return in the form of appreciation of the EDIG stock they`d own, and perhaps more favorable terms in purchases via EDIG. What do they lose? Money for the acquisition of shares (though the money isn`t really ``spent``, but invested with the expectation of a return).

EDIG gets longevity and the financial freedom to pursue non-IFE endeavors, and a guaranteed ongoing customer for IFE products/services. The one significant change for EDIG is that they`d have to modify their basic boiler-plate T&Cs in any contract let to forbid use of EDIG`s (licensed) technology in any product intended for the travel entertainment industry.

The more I think about it, the more sense my little conjecture makes.

But I KNOW nuttin`!

SGE