PharmAthene is obligated to pay Theraclone a break-up fee of $4,500,000. A “Transaction Event” is defined to occur if the Court of Chancery of the State of Delaware renders a substantive decision on the merits in PharmAthene’s civil case against SIGA and within 20 business days thereafter the PharmAthene board of directors determines, in its reasonable discretion, that, as a result of such decision, it can no longer consider the Merger a merger of equals.
This is not new information, just required paperwork. It just says how many shares he'll own if the deal goes through (I think the previous filing stated his stakes in terms of Theraclone shares). Contingent upon the merger, the CEO of Theraclone will convert his ownership share in Theraclone into PharmAthene stock and become CEO of the combined entity. If the deal piddles out, Theraclone will stay separate, and could get an up-to-$4.5M back-out fee if something like "M&F buys them out", "Parsons awards PIP $400M more than even Richman thought they'd get", "BARDA inks a big R&D contract with PIP", etc happens and PIP's board no longer deems the deal a merger of equals.
Unless Theraclone has some big news release over the next few months this will no be a merger of equals as decribed in the agreement. I'm also betting against big news breaking on Theraclone's pipeline.
I'm also expecting some very positive news on PIP's Siga case. "BAD FAITH" and PIPS terms must be the first thought they wake up to everyday. If Siga can't settle this case out of court the "Bad Faith" effort could be devastating.