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PharmAthene, Inc. Message Board

  • ddales9498 ddales9498 Oct 27, 2013 9:47 AM Flag

    Latest S-4 filed Friday 10-25

    Looks like PIP wants to add more shares to the float / dilute current shares. I really want to hear from Teebrane on this - but to me something does not seem right - yeah, I understand what Theraclone brings (pipelie, new technology that PFE likes), but if Theraclone bought PIP, why does PIP have to give Theraclone so much equity (way above what PFE is giving Theraclone). Why didn't the headlines read, "PIP buys Theraclone"? In essence, that is what happened.

    Does not make sense to me. If Prescott pulls its 5M shares, I will definitely follow - think we are years and years away before Theraclone shows its worth.

    Sentiment: Hold

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    • gotta go!

    • MPM and HealthCare Ventures are invested in both. Isn't that what this "merger of equals is all about? If Parsons gives a good deal on the Siga litigation Pharmathene can back out of the "equal" merger for $3 to $4 million? Wild guess, Pharmathene is more than happy to pay $3 to $4 million so that PIP shareholders benefit from sweeter settlements than expected.


    • No really new news there - same merger-of-equals, public shelf stock for private equity deal with same board recommendations. If you don't like it, don't vote for it:) You can bet that Prescott will make some noise if they are not satisfied with the "yeah, we're blowing off some of the $134M+$41M tax loss carryforwards" answer. Quibbly points: "if Theraclone bought PIP" - no, it's a merger of equals...more accurate (but still not quite right) to say "PIP is buying Theraclone for about $100M in shelf stock and turning over the CEO job to Theraclone's Clifford Stocks". The Pfizer/Theraclone deal is for $632M if all goes well, so, um, red x next to "way above what PFE is giving Theraclone" as well. Prescott bought a lot AFTER the deal was announced. True, that was probably to get to a 10%-of-outstanding-shares threshold to call meetings, but they're not going to turn around and dump it over MPM getting a sweeter deal than Prescott's still-quite-excellent one, given that the SIGA verdict is still worth about $4/share fully diluted. That verdict, of course, is why Theraclone getting into bed with PIP makes any sense for them in the first place. Biotech IPOs are risky, but generally make a lot of money for the newly public company. Safe to say Theraclone did their DD and figured this deal was better. Keep in mind that there are 3.47M (and falling) shares that a bunch of blowhard shorts have promised to buy someday, and are paying more for now for than they have in years. I believe this deal traps them utterly, so I'm for it - when longs set the cover price and buy the bid pins, shorts lose - look at the chart...that's what's happening. I already have mostly LT shares, so $20-40/share in a few years suits me fine. Whether I recover my seed capital at $4/shr-at-my-leisure, or $8/shr-for-the-nanosecond-it-lasts is the question that the merger vote determines for me - I prefer bigger-pie/smaller-slice.

      Sentiment: Strong Buy

    • Page 465 has an outside opinion to the fairness of the merger from PIP shareholder perspective, and it does include SIGA 50% revenue stream as per Parson's ruling - but I really don't get it. It does not look like a merger of equals to me - Theraclone does not make enough money (and has a loss).

      I understand why they did it - PIP, IMO, is now a much more reputable company (it now has a really exciting pipeline - but that pipeline is years away (years and years of dilution IMO)), so, I just think they overvalued Theraclone.

      Sentiment: Sell

    • The combined company plans to issue additional equity securities in the future, which may result in dilution to existing investors (see page 55).

      Yeah - as soon as Parsons rules - I AM OUT!!!!

      Sentiment: Sell

    • PIP's US Federal net operating loss carryforwards of approximately $134.3 million will begin to expire in various years beginning in 2021. Theraclone’s U.S.federal net operating loss carryforwards of approximately $41.2 million will begin to expire in various years beginning in 2024. These limitations, in turn, could result in increased future tax payments for the combined company, which could have a material adverse effect on the business, financial condition or results of operations of the combined company - (PIP will be paying higher taxes too).

      Sentiment: Hold

    • Wow - take your time looking through this - Theraclone in 2011 had revenues of $8M, PIP had $24M. 2012 looks like the PFE anomally, but PIP does not inlcude SIGA award. NO WAY LOOKS LIKE A MERGER OF EQUALS TO ME!!!

      Haven't gotten to Annex FA yet (apparently this annex lists reasons why 1:1 merger was optimal for both companies) ...

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