!. Pip did not satisfy their obligation to raise money to consummate the merger.
2. If Pip couldn't raise the cash required to consummate the merger, how were they going to pay for the license agreement?
3. Pip has not been able to bring their own product to market and in FACT were reprimanded by the FDA for not telling the truth on their drug fact sheet. Their so called expertise was less than worthless it was negative value.
5. The merger had a specified payment for either party who wanted out, Pip should have paid because they backed out and stated the law suit before the deadline.
These are just some of the peculiarities of the case I have noticed, it should have been thrown out of court in the first place. What made Parsons so prejudiced against Siga? Drapkin? He is long gone and so what if he promised something, he can't without board approval, Business execs and corporate salesmen lie every day and that's the norm. Richman is surely no saint, more of a bloodsucking parasite it appears to me. Does Richman have some kind of hold over Parsons?
The devil is in the details. I would suggest you read actual facts of the case as determined by two courts before laying out false and misleading statements under the title "Facts overlooked by Parsons". Your post should be titled "Spurious Claims by Tweendalines".
1) Correct, but it's reason for SIGA's ability to terminate the merger agreement in October 2006. Termination of the merger agreement did not terminate their obligation, to negotiate in good faith, a license in accordance with the terms of the LATS.
2) SIGA itself had already failed to raise this capital in late 2005/early 2006. Were it not for the $3 mln PIP loaned to SIGA, SIGA would have been bankrupt in early 2006. Upfront payment under the LATS was $6 million, $2 mln of which was to be paid upfront in cash, $2.5 mln as deferred license payment due 12 months after signing, and $1.5 mln more after SIGA obtained financing $15 mln. PIP had cash to satisfy terms as contemplated by the LATS.
3) Correct PIP has failed to bring it any product to market; but, to be accurate I think you mean commercialized. To bring any product to market requires FDA approval. From technical standpoint SIGA has not succeeded in doing this; but, in fairness they will likely beat PIP in doing so. FDA has disputes/issues with manufacturers all the time.
4) Misleading and only partially correct, Chancery Court and Delaware Supreme Court recognize that LATS was non-binding; however, the agreement to negotiate a license in accordance with the terms of the LATS was supported by two legally binding contracts both recognized as such by both these courts.
5) False, PIP did not back out. In fact, PIP asked for more time to secure required financing, but SIGA recognizing opportunity (now that it had data and government contract) used its legal rights under the merger agreement to terminate. The issue of failure to negotiate in good faith and the lawsuit did not arise until after the merger was terminated
6) Redundant. See #4.
Chancery Court denied SIGA's motion to dismiss 9/07, partial summary judgment 7/10. Delaware Supreme Court agreed with Chancery Court's findings of fact supporting determination SIGA acted in bad faith and were it not for this PIP would have a license.
You have to....HAVE TO get over that non-binding thing. I had an issue with it too, but now 6 judges have ALL agreed that SIGA management intended to be binded to this and that there was sufficient evidence of such. FYI, you don't necessarily have to have a signed contract to be bound to terms of a contract. If one party is acting as if there is a contract, there can be one. Furthermore, you HAVE TO stop blaming Parsons. Blame the management team. Had they not blundered so badly, Pasrson would have never even been in the picture to make a decision. See, this is what I HATE about you SIGA investors....no matter what happens, you want to argue innocence and conspiracy. Some times in life you need to turn the mirror on yourself. It's OKAY to be wrong.