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Celsion Corp. Message Board

  • bigpharmatdox bigpharmatdox Nov 19, 2012 3:47 PM Flag

    Celsion needs a poison pill to avoid takeover

    I'm afraid someone might try to scoop in and buy Celsion for 350M. While this would be $10 I think Celsion is potentially worth 900M by 2013YE. I hope the board takes action now.

    Does anyone know if they have any takeover defense? I don't see any after piling through the 10k's

    Sentiment: Strong Buy

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    • There is a clear poison pill in place, a few of them if I remember right. Something about exercising more shares blah, blah blah....

      Sentiment: Strong Buy

      • 1 Reply to heatherlydriscoll
      • Like most biotechs, CLSN has the standard nuclear option to dissuade aggressive shareholder action. Mangrove's ability to force a "value extracting" move is limited. Note that CLSN slammed in CIC severance provisions about 10 minutes after the Mangrove letter arrived:


        Our Certificate of Incorporation and Bylaws may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable by authorizing the issuance of “blank check” preferred stock. This preferred stock may be issued by the Board of Directors (the “Board”), on such terms as it determines, without further stockholder approval. Therefore, the Board may issue such preferred stock on terms unfavorable to a potential bidder in the event that the Board opposes a merger or acquisition. In addition, our classified Board may discourage such transactions by increasing the amount of time necessary to obtain majority representation on the Board. We also have implemented a stockholder rights plan and distributed to our stockholders one right per share of our Common Stock. When these rights become exercisable, each right entitles their holders to purchase one ten-thousandth (1/10,000) of a share of our Series C Junior Participating Preferred Stock (the “Preferred Stock”) at a price of $66.90 per one ten-thousandth (1/10,000) share. If any person or group acquires more than 15% of our Common Stock, the holders of rights (other than the person or group crossing the 15% threshold) will be able to receive, upon the exercise of their rights and in lieu of the Preferred Stock, the number of shares of our Common Stock (or the number of shares of stock of any company into which we are merged) having a value equal to twice the exercise price of their rights in exchange for the $66.90 exercise price. Because these rights may substantially dilute stock ownership by a person or group seeking to take us over without the approval of our Board, our rights plan could make it more difficult for a person or group to take us over (or acquire significant ownership interest in us) without negotiating with our Board regarding such a transaction. Certain other provisions of our Bylaws and of Delaware law may also discourage, delay or prevent a third party from acquiring or merging with us, even if such action were beneficial to some, or even a majority, of our stockholders.

    • To me this sounds like garbage. The drug itself is worth a billion on the initial indication alone, MT says every CC that the company is in an "excellent position" - this includes position vs hostile takeover like the one you suggest.
      Upon results that show sufficient efficacy to make this a SOC drug the company wont go for under 5 billion - purely on the initial indication is my best guess

      Sentiment: Buy

    • As far as I know, there is a poison pill in place long time ago, all the old timers know it.

    • If taken over I doubt they would take less than 500M shares around $12 to $13 is common with stocks like this and always they are worth more if they go it alone however sometimes it's easier to sell.

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