Ultimate problem for PIP and SIGA's minority holders (remember Billionaire RP who wouldn't lend/invest $3mln in SIGA in 2006) is that current management and BOD can remain in control through Chap 11 and after Chap 11. Along with attempting to cancel or limit liability through Chap 11 and liquidate liquidate current shareholders. At the same time they cancel shares in old SIGA they can issue shares and options in new SIGA to themselves. They (management, RP and BOD) really have nothing to lose and everything to gain from this maneuver. It is the non-controlling shareholders in SIGA (who will lose it all if they can't pay all damages to PIP and other creditors) and PIP (who may only get partial payment on damages award) that will lose the most.
With $100 mln in cash and more coming from future deliveries, it would seem PIP should get at least $100-$150 mln of $200+ mln decision from Parsons. That works out to at least $2-3 per share. Still better than ZERO that SIGA's common holders will get in this situation.
You all keep focusing on relidigating the case.
Focus not on Parsons but rather on decision to file BK. Who does it really benefit?
If SIGA wanted amicable and fair resolution after Parsons August Decision, they would have approached press release differently, they could have formed independent committee of board that was not part of litigation and offered them up as being empowered to determine if a fair resolution was possible in the interest of both parties but especially their own shareholders (all of them). Instead they have taken a course that only benefits management and it's largest shareholder.
Do we really need to be insiders to see this?
Not sure I follow you on this last one. PIP isn't sitting on $100mln and yet claiming to be in liquidity crisis. PIP management is looking for new opportunities (Like acquisition they later backed away from), PIP isn't in BK prepared to wipeout it's shareholders
I just ripped PIP management for 8-K this evening that was too late and to be of any value to their shareholders. PIP saw the value proposition in ST-246 when Drapkin couldn't convince RP to put in more money. I trust their judgment when in it comes to evaluating new technologies and opportunities. That is what will ultimately help to expand potential beyond this litigation. I also trust them to do the right thing for the benefit of their shareholders even if that means accepting less up front in return for certainty and resolution.
Apparently for you every comment ties to current litigation. The Assad/Putin comment pertains to reason there is and will be ongoing desire to fill the order for 12 mln courses of smallpox antiviral they do not have and clearly want. As I have said before. I want to participate in that and would buy SIGA after litigation resolved because I feared this decision would result in BK. I'd rather wait to buy shares in new SIGA (if they take public) than old. RP and gang may not take public if they lose. Easier that way for them and really no benefit to being public if there is no need to tap capital markets.
They won't get another order during BK. Chimerix not done with development until Feb. 2016 order comes after that 50/50 if CMX works 100% to SIGA if it doesn't. DSC will not take that long and neither will BK court. The time lines are different and they know that too.
So knowing that I ask again, who benefits here from SIGA BK. If they win appeal RP and team keep what they have and enjoy benefit of current ownership in SIGA along with future order not requiring split/lost profits to PIP. If they lose appeal, they get to dump shareholders, resolve litigation/award judgment, and keep control and enjoy benefit of next order with share in new SIGA.
They win either way, shareholder hold the negative consequences (of whatever odds are that management and BOD are wrong and will lose appeal whether odds are 5% or 90%). They are playing with house money and it's shareholders who will get the shaft if they bet wrong not them.
So ask yourself the question, who benefits most from the BK? Common shareholders who stand to lose it all, including any remote potential that you seem not to think they have to get more orders? Management who continue to draw inflated salaries and will get options in new to replace those they will lose in the old SIGA? Or RP who won't even have to take SIGA private to keep future of the fictitious order that is going to come in a couple of years?
Foreign orders were never big for the smallpox vaccine, so why would they care about an antiviral if they aren't convinced threat is significant enough to stockpile vaccine?
They (foreign govts) don't care about FDA approval. They didn't buy smallpox vaccine after it was approved either!
You are so focused on the case that you will not look beyond it. It's the BK that is biggest problem now for shareholders. SIGA management so focused on winning that they are willing to destroy life rafts, weld doors shut with passengers inside, and sail straight for North Atlantic to prove that ship won't sink. They are only ones topside with life preservers on. Just like captain of the Ferry in Koream. Stay put, stay in your cabins, all is well.
Are you serious? Look at all that has been written by Govt regarding desire to have two smallpox antivirals. Look at original contract before Govt. cancelled options? You see no future for ST-246?
So what then is SIGA trying to protect with the BK filing?
Look at what Putin is doing in Urkraine, Assad gassing his own people in Syria, and ISIS in Iraq. No threat? No concern, that some wack job willing to behead an innocent journalist wouldn't love to get his hands on smallpox, infect himself and bring worst disease known to mankind out of the blackbox of history?
Parsons, is a jurist that has sat as a participant in Delaware Supreme Court decision having to do with determining the reliability of expert witness testimony. Parsons is the same one who wrote the decision in August. In doing so, he went through painful detail to explain evidence he examined from case record, how he evaluated the merits of the argument, how he eliminated assumptions that could not be relied upon (e.g. international orders, re-orders to keep stockpile fresh, etc.), and how he kept assumptions that could be relied upon. Using the assumptions that he kept, if it was not possible to arrive at an estimate of damages, then I suppose the expert could have told Parsons as much in the report he delivered a month ago. SIGA filed for BK suggesting the expert arrived at an amount that SIGA put around $180 million using those same assumptions and the expert apparently puts around $232 million.
Reliable doesn't mean 100% certain, it doesn't mean beyond a reasonable doubt. It probably rests closer to the Prudent Man Rule for investment purposes. Would a Prudent Man, or Woman for that matter, given the facts of the case, reasonably believe that PIP had an expectation for ST-246 that was at least that amount?
Considering both companies had place values for ST-246 in excess of $1 billion. The only honest answer is yes.
Now, SIGA doesn't like that answer, nor does RP. But what have both courts already told us about the parties in this dispute. SIGA isn't honest and cannot be trusted to keep its word, duty and obligations. As shareholders you should be fearful that these same people are the ones deciding SIGA's course in this process. Who do they really represent, you as minority shareholder? Or, RP, its biggest investor and long time backer?
Then go read the post I just put up about SIGAQ and the likely outcome of the SIGA BK decision for you compared to RP.
It is not too late to keep what you still have. RP wins either way.
I'm about to post my final appeal on conscience. I have nothing to gain from your gain or loss but worry too many people know too little to fully understand what could happen here. Blind faith is good when it comes to spiritual matters but not investing.
SIGA's management, board and RP will be fine regardless how this turns out. A hedge fund or portfolio manager can hedge position and use loss to offset gains in other positions for tax purposes and somehow rationalize the process of riding this thing out.
It is the average investor I am concerned for and want to educate.
After that, you have to hope and pray they win appeal.
If they don't they will not be able to avoid wiping out their equity holders (unless of course they have been misleading investors/court all along about its ability to generate sufficient cash to make payment on the $180-$240 million damage award that will be made final by Parsons soon).
If they fail, this is the language you will see from the bankruptcy court that will effectively take you to zero with the click of a button and the signature of a pen.
"Except to the extent provided otherwise in the Plan of Reorganization, on the Effective
Date, the Old SIGA Equity Interests will no longer be outstanding, will be canceled,
retired, and deemed terminated, and will cease to exist, as permitted by section 1123(a)(5) of the
Bankruptcy Code and the obligations of the Debtor pursuant, relating or pertaining to any
agreements, certificates of designation, by-laws or certificate or articles of incorporation or
similar documents governing the shares, certificates, purchase rights, options, or other
instruments or documents evidencing or creating any ownership interest in the Debtor will be
released and discharged."
Not sure whether RP would fund the debtor-in-possession financing to be used to bring company out of Chapter 11, but it would be one way he can capture the upside of ST-246 and assure himself significant ownership and control of new SIGA just as he has now with old SIGA. Same parties, same problem, only the public, minority interest shareholders get stuck with taking the loss.
Well to be fair, at least they finally said something. But, PIP continues to allow SIGA’s management and board to control the narrative around this case, especially when it comes to PIP communicating with its own shareholders. I’ve criticized PIP’s management for treating its shareholders with the same mushroom management principal that SIGA uses with its shareholder base. That comparison is a bit harsh, yet still somewhat deserved.
SIGA chose to disclose its notice of delisting from Nasdaq at the bottom of an 8-K that is clear from its structure was hastily thrown together. Unfortunately, that is what SIGA’s shareholders have come to expect.
As a PIP shareholder, I expect and deserve more than to have the company tell me what I have already seen and know from reading SIGA’s bankruptcy proceedings. Instead of leveling with its investors about the actual content of the experts report in response to Parson’s ruling in early August, PIP instead quotes the attorneys from SIGA. ARE YOU KIDDING ME? So, what, we are to trust SIGA provided an accurate representation of the facts? A company that has been found by both the Delaware Chancery Court and the Delaware Supreme Court to have committed bad faith?
Why would you use their words to describe the expert’s findings? Why would you accept there presentation of the “facts” and ask you investors to do the same? To allow your own lawyers to put a line in your 8-K that says “The Chancery Court's decision described above does not specify an amount of damages, and such amount will likely be subject to dispute between the parties.” Really? REALLY? Thank you Captain Obvious! I had no idea there was a dispute!
PIP should have been transparent with its shareholders in describing the amount found by the expert in its report provided to it and the court a month ago. Then the use of such language would have been appropriate. Now, such language is asinine.
Yes, but now factor in the value of liquidity. What if you have a call option that is actively traded on an exchange? What is it worth then?
Not to mention SIGA's accounting for its own revenues (deferral despite delivery, acceptance by BARDA for inclusion in Strategic National Stockpile, and payment by the customer) is not likely in accordance with GAAP. Look at risk statement #15 from SIGA's August press release regarding Parsons ruling.
"(xv) the risk that some amounts received and recorded as deferred revenue may someday be determined to have been more properly characterized as revenue when received,"
SIGA also state "SIGA also intends to prosecute expeditiously its appeal from the order of the
Court of Chancery so that the PharmAthene Action can be finally determined and, at that time,
propose a plan of reorganization to address its liabilities in accordance with the intent and
purpose of chapter 11 of the Bankruptcy Code." Not certain if this is considered boiler plate language in such a filing, but it may be only good news for shareholders of both companies.
I posted the SIGA basis for appeal on the SIGA board for discussion. There are only a handful and whether you agree or not on specifics of their rationale for an appeal, it would appear that the legal questions would enable DSC to make a quick decision.
38. SIGA intends to appeal the ruling and judgment of the Court of Chancery
once a final order is entered; moreover, SIGA believes it has meritorious grounds for an appeal
that either will eliminate any claim for expectation damages that PharmAthene may have or will
substantially reduce the amount of such damages. Significant grounds are summarized as
The Court of Chancery erroneously reversed its own earlier findings that proof of
expectation damages was “speculative and too uncertain, contingent and conjectural.”
These clear findings were not disturbed on appeal by the Delaware Supreme Court
and ought to have precluded any award of expectation damages on remand.
o The Court of Chancery also improperly relied upon evidence of developments
as much as seven years after the breach to resolve the utterly speculative
nature of PharmAthene’s proof of damages, despite the fact that contract
damages are to be based on the parties’ reasonable expectations at the time of
and it goes on to add that Court ignored other post-breach evidence that clearly showed the speculative nature of PIP's damages case and should have resulted in no damages at all. It then summarizes these arguments by stating that Court's reliance on SIGA's "Bad Faith" conduct has resulted in enormous damages that amounts to punitive damages that exceeds jurisdiction of that court.
Took me a bit, but I found the filing from which Bloomberg quoted the $232 million number. It says "SIGA expects it to be substantial – as much as $232 million (or more with post-judgment interest and attorneys’ and expert fees)"
In other words, the $232 million is the total amount of expectation damages determined by expert including prejudgment interest. It does not include amount SIGA must reimburse PIP for legal/professional fees. SIGA estimates the reimbursement to be about $7 million. That gets us to around $239 million for an amount on final judgment. Once final judgment is issued, post-judgment interest will accrue at about 6%.
SIGA objected to calculations and believes the expectation damages plus interest should be $173 million. Add in the $7 million SIGA anticipates it will owe PIP to reimburse for legal/professional fess and that gets us to SIGA's estimate of what it owes, or $180 million, on final judgment. Again once final judgment is issued, post-judgment interest will accrue at about 6%.
Clearly the two companies were not able to negotiate a settlement and Parson's must now decide on the final amount. Obviously, we can all expect that to fall between $180-$239 million.