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Trius Therapeutics, Inc. (TSRX) Message Board

shareholder_boar 123 posts  |  Last Activity: Dec 22, 2014 10:41 PM Member since: Mar 26, 2005
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  • shareholder_boar shareholder_boar Dec 22, 2014 10:41 PM Flag

    "I'm waiting until After Jan 1st to tender for tax reasons"

    If you want you can tender now. all tendered shares are paid together, no matter when they are tendered.

  • Reply to

    Why down to $16.85 when tender offer is $17???

    by rside1948 Dec 20, 2014 11:19 AM
    shareholder_boar shareholder_boar Dec 22, 2014 10:37 PM Flag

    Hi.
    That's correct the litigation will have no bearing on the tender offer or the merger. The merger agreement explicitly states that these types of suits cannot stop the deal. Nevertheless, look for them to be settled before the tender closes for a bit more disclosure of the sales process along with payment of the attorney fees. Definitely no additional cash for shareholders.

    The only things left that could slow the buyout are a long anti-trust review or Otsuka has trouble with the financing. Neither possibility seem likely.

  • Reply to

    Why down to $16.85 when tender offer is $17???

    by rside1948 Dec 20, 2014 11:19 AM
    shareholder_boar shareholder_boar Dec 20, 2014 4:25 PM Flag

    "Could the $16.85 indicate a street sentiment..."

    No to 1,2, and 3a, The street has a better understanding of the process and knows each of those guesses are not allowed by the agreement and/or federal regulations. 4 is possible, but not in the way you probably envision.

    3b (counter another bid) is still possible, but if that were the sentiment the share price would not go down

  • Reply to

    TENDER OFFER QUESTION

    by veno44 Dec 20, 2014 9:29 AM
    shareholder_boar shareholder_boar Dec 20, 2014 4:11 PM Flag

    do you have any use for the money during those 30 days?

  • shareholder_boar by shareholder_boar Dec 19, 2014 12:18 PM Flag

    Incredibly smart move by Square D to buy JUNO for only $400 million a few months ago and then repackage it in an IPO today as a biotech worth over $3 billion.

    LED meets CAR-T

  • shareholder_boar shareholder_boar Dec 17, 2014 6:11 PM Flag

    "If you choose to accept this offer.............These shares must then remain in your account until the reorg/tender occurs."

    Right, once you tender your shares Scottrade doesn't want you trying to sell the them because they have already been pledged to Otsuka. Anytime before the tender offer closes, however, you can instruct Scottrade to withdraw the tendered shares. Their clearing firm can do it fairly quickly. The shares are then yours to do with as you please.

    It's all in the Offer to Purchse.

  • shareholder_boar shareholder_boar Dec 17, 2014 3:23 PM Flag

    Some editing to make your statement conform to regulations:

    3) Otsuka may {extend the offer and} increase the PPS offer{ed} after the 12th and if you accepted the offer before the 12th you still get any extra proceeds {and you can withdraw your shares up until the tender closes}

    and

    "Either way Otsuka has the 50% and closes quickly after the 12th or the PPS goes up."

    Much more likely they just extend the original offer to gather enough shares.

  • Reply to

    Am I wrong re offer?

    by seansmith513 Dec 15, 2014 7:48 PM
    shareholder_boar shareholder_boar Dec 15, 2014 10:30 PM Flag

    Probably not.

    The tender offer is set to close Jamuary 12; the merger should be completed in the next couple of days after that. If you don't tender, you will most likely be paid 30 days later. this is the date your brokerage will report to the IRS as the sales date.

    Now you could pull your shares out of the brokerage and hide them under the mattress until April and then seek payment, but the IRS is fond of this thing called "constructive receipt". The date you could have went after your money is the date the IRS considers that you got it. I've seen references to court cases that back up the IRS view when it comes to mergers.

    Your best bet is to not tender and then hope the tender, and subsequent merger is delayed.

    Or if you are really brave, seek appraisal for your shares and drag out the proceedings. Not recommended.

  • shareholder_boar shareholder_boar Dec 15, 2014 4:33 PM Flag

    it should be in the "offer to purchase" filed with the SEC and soon appearing in a mailbox near you.

  • Reply to

    If by Monday

    by geanomix Dec 14, 2014 2:51 PM
    shareholder_boar shareholder_boar Dec 15, 2014 4:09 PM Flag

    bigerade cannot collect the 50% until January 13. They will then notify AVNR and issue a press release.

    Trust me, there is no 90% step.

  • shareholder_boar shareholder_boar Dec 15, 2014 3:59 PM Flag

    0. "you are committed to surrendering your shares for $17/share regardless of how this acquisition plays out."
    no, you can withdraw your shares any time up to when the tender is completed

    1. then you get the new merger consideration

    2. if the board accepts the bid from another suitor then otsuka will return your shares

    3. If the offer is negated Otsuka will return your shares.

  • Reply to

    Oncothyreon collaboration trial

    by gerald_pontificus Dec 13, 2014 10:08 AM
    shareholder_boar shareholder_boar Dec 13, 2014 2:31 PM Flag

    "started in November and shows it has 47 enrolled"

    That's incredible news. Only two centers recruiting patients and they have already exceeded their enrollment target for the whole trial. Patients must have been camping outside the doors to get in early.

  • Reply to

    Will there be another bid???

    by hansm7777 Dec 12, 2014 2:42 PM
    shareholder_boar shareholder_boar Dec 12, 2014 7:28 PM Flag

    In most minds the SEC isn't even aware of the litigant complaints.

    The process was uncompetitive only because none of the other companies contacted made a bid.

    Even the company that Avanir was considering buying backed off in a stock for stock deal backed away because they felt the price of AVNR had risen too much.

  • shareholder_boar shareholder_boar Dec 11, 2014 12:56 PM Flag

    Yes, the short-form merger discussion is irrelevant to this deal.

    The parties have expressed in the merger agreement (as they are required to do) that this is to be a 251(h) merger.
    This new type of merger will require only a majority of AVNR shares be tendered and not withdrawn, and will be executed in one or two days following the completion of the merger.

    BTW: Even if it they had decided to go the short-form route that Sept 2015 date would have nothing to do with when they close the merger. That is the outside date for the tender offer, not the merger.

  • shareholder_boar shareholder_boar Dec 11, 2014 12:57 AM Flag

    So you see now that Otsuka can (and, in fact, MUST) close the merger right away (and squeeze out remaining shareholders) even if they don't reach the 90% limit?

    It's hard to tell if you actually understand what you paste. Example -
    your first paragraph is irrelevant to this deal which has been structured as a 251(h) merger.

  • shareholder_boar shareholder_boar Dec 10, 2014 10:51 PM Flag

    "I accept all corrections, but I am not "completely wrong...""

    That 90% stuff is so last year. Find the clue on what to search for in this cut-and-paste from the merger agreement:

    7.4 Merger. Following the consummation of the Offer, each of Parent, Acquisition Sub and the Company shall take all necessary and appropriate actions to cause the Merger to become effective as soon as practicable after the Acceptance Time, without a meeting of the stockholders of the Company, in accordance with Section 251(h) of the DGCL and upon the terms and subject to the conditions of this Agreement. In furtherance, and without limiting the generality, of the foregoing, neither Parent nor Acquisition Sub shall, and shall not permit and shall cause their respective Affiliates or Representatives not to, take any action that could render Section 251(h) of the DGCL inapplicable to the Merger.

  • shareholder_boar shareholder_boar Dec 10, 2014 3:08 PM Flag

    What? No cut-and-paste?

    Again, you are completely wrong. Otsuka need only acquire the majority of shares in the tender offer to both
    close the tender AND complete the merger promptly.

  • shareholder_boar shareholder_boar Dec 9, 2014 10:42 PM Flag

    also is in trials for agitation in Alzheimer's patients.

  • Reply to

    Why Does it Trade Below the Buy Out Price?

    by odonnell1279 Dec 9, 2014 2:48 PM
    shareholder_boar shareholder_boar Dec 9, 2014 9:46 PM Flag

    astute - we may need to change your name - most of what you write is wrong.

    1. As carry_ points out, there is no reverse termination fee. The merger agreement makes clear that CBST can sue for specific performance (as well as monetary damages) should MRK walk away for a non-permitted reason.
    If it is

    2. CBST, not the new acquirer, would be the one liable for the termination fee

    3. A superior offer does not need to be greater than the current offer by more than the termination fee. Remember it is the shareholders who would receive the merger considertion and the acquiring company who would ultimately lose the $250 million that would come off the books of CBST.

  • Reply to

    Way too much hype......

    by moneynow27 Dec 8, 2014 1:14 PM
    shareholder_boar shareholder_boar Dec 8, 2014 1:56 PM Flag

    Plus the rate of CR dropped from what was detailed in the June release.

    For the first 25 patients there were 6 CR. Now we are at 45 patients and still just 6 CR.
    On the other hand we do see 1 responder still going at 8.5 months now, but the next 2 patients longest on the drug have died or progressed.

    BTW, most everybody knew last summer they would head straight to the a pivotal trial after this one. The price run-up is mostly due to the greater exposure (eg Cramer, and the recent sensationalist headlines about clearing marrow of cancer)

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