I am still scratching my head over this deal. What is the incentive to continue holding CLTR? Unless someone else comes in with a competing bid I cannot find one.
Since the closing date of the acquisition is after the "FDA acceptance of the refiled BLA", current CLTR holders have all the downside if the BLA is rejected again. Corixa walks clean. I have not heard of any breakup fees - has anyone else?
Conversely if the FDA accepts the "refiled BLA" then Corixa buys the company and gets the benefit of Bexxar.
So CLTR sold a call option on the company and got a crummy premium while holding all the downside. What further smells about this deal is Bigham's extensive M&A experience. From the company's website:
Michael F. Bigham has served as President, Chief Executive Officer and a director of the company since July 1996. During June 1996, Mr. Bigham provided consulting services to the company. Mr. Bigham served as Executive Vice President of Operations from April 1994 to June 1996 and Chief Financial Officer from April 1989 to June 1996 at Gilead Sciences, Inc., a biotechnology company. While at Gilead, he also served as Vice President of Corporate Development from July 1988 to March 1992. Mr. Bigham was Co-head of Healthcare Investment Banking for Hambrecht & Quist LLC, an investment banking firm where he was employed from 1984 to 1988. Mr. Bigham is a member of the Board of Directors of Datron Systems, Inc., a publicly-held electronics company, LJL BioSystems, Inc., a publicly-held scientific instrumentation company and two privately-held companies. Mr. Bigham received an M.B.A. from the Stanford University Graduate School of Business and a B.S. degree in Commerce with distinction from the University of Virginia.
This deal does not look like it was sturctured from a position of strength on the Coulter side. Since the 'pooling of interests' accounting treatment window has been known to be closing for a LONG time - did CLTR box themselves into a corner? If so then this ill-fitting box is one that management constructed for themselves.
Anyone have any idea of the particulars as to how long this "sale" idea was in active discussion? Will we have to wait for the merger documents?
Cheers, |
