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PharmAthene, Inc. Message Board

  • cash2go cash2go Aug 23, 2013 12:25 PM Flag

    No dilution, read SC 13D

    ... beneficial ownership of such PharmAthene Stock as a result of the Voting Agreement (as defined below). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Theraclone Sciences, Inc. that it is the beneficial owner of any PharmAthene Stock for purposes of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ”), or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

    - looks like it's just for purpose of voting on proxy. Also lock up shares so that they can't be shorted? hmmmm

    SortNewest  |  Oldest  |  Most Replied Expand all replies
    • this feels like a bump,,, brie where is ur proof of dilution?

    • MERGER of EQUALS also has exits:

      * break-up fee of $3,500,000
      * PharmAthene enters into an agreement or understanding with respect to any takeover proposal that is subsequently completed, then PharmAthene is obligated to pay to Theraclone a break-up fee of $3,500,000.
      * 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.

      Oddly, Theraclone has no exits available in 8-K filings?! Looks like this may be an attempt, at least partially, to block a hostile takeover of PharmAthene as it nears a possible big announcement between now and the end of the year.

 
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