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Biotech / Medical : Biotechnology Value Fund, L.P.

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To: scaram(o)uche who wrote ()1/31/1998 5:29:00 PM
From: scaram(o)ucheRead Replies (2) of 4974
 
While the focus of the thread will be on the selection of quality issues and how Lampert finds them, generates capital for investment, etc., a related issue would also be of interest.... to compare and contrast the approach of BVF with that of Paramount Capital/Aries Trust.

How do the companies perform, long-term, that Paramount Capital/Aries Trust have held an interest in? Are the companies that Paramount Capital/Aries Trust invest in as likely as "Lampert" companies to bring products to market? Which investment style is best for the patient (and thus the sector), long-term? How does Paramount Capital/Aries Trust make their profits? How do they take control of a company?

We should avoid opinions with respect to ethics and report factually on the nature of actual transactions, who won, who lost, etc. Past performance in not an indicator of future success, but the informed investor stands a better chance of coming out on the winning end, IMO.

The following excerpts, taken out of the context of the offering as a whole, are lifted from a description (SEC filing dated 1/21/98) of shares to be sold by holders of Genta. The proposed maximum aggregate offering price is $106,517,096. Please post the names of quality biotechs that have total market capitalizations which are below this figure.

sec.gov

"Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement."

"This Prospectus covers the sale by certain selling stockholders (the
"Selling Stockholders") of 65,548,982 shares (the "Registered Shares") of Common
Stock, par value $.001 (the "Common Stock"), of Genta Incorporated ("Genta" or
the "Company"). The Registered Shares are issuable (i) upon the conversion of
the Company's Series D Convertible Preferred Stock, par value $.001 per share
and stated value $100 per share (the "Series D Preferred Stock"), (ii) upon the
exercise of the Company's Class D Warrants (the "Class D Warrants") to purchase
Common Stock, (iii) upon the exercise of certain other warrants to purchase
Common Stock (the "Initial Warrants" and the "Line of Credit Warrants") and (iv)
in connection with consulting agreements with certain directors of the Company
(the "Consulting Agreements"). 29,998,511 of the Registered Shares (the
"Contingent Shares") are issuable only upon a decrease in the present conversion
price of the Series D Preferred Stock which may occur under certain
circumstances. See "Capital Stock." There are (i) 227,025 shares of Series D
Preferred Stock, (ii) 807,900 Class D Warrants, (iii) 6,357,616 Initial Warrants
and (iv) 50,000 Line of Credit Warrants currently outstanding. An additional
40,395 shares of Series D Preferred Stock and 201,975 Class D Warrants are
issuable up to ten years after December 31, 1997. The resale of the Registered
Shares is covered by this Prospectus.

The Company has agreed to register under the Securities Act of 1933, as
amended (the "Securities Act"), all of the Registered Shares. The Company is
obligated to keep the Registration Statement (as defined below), of which this
Prospectus is a part, effective until the Selling Stockholders have completed
the distribution described herein or until the Common Stock registered hereunder
is no longer, by reason of Rule 144(k) of the Securities Act, required to be
registered for the sale thereof by the Selling Stockholders.

Each share of Series D Preferred Stock is convertible at any time after
the original issuance, at the option of the holder, into shares of Common Stock.
The conversion price (the "Conversion Price") of the Series D Preferred Stock is
$.94375 on the date hereof, and is subject to adjustment in certain
circumstances. See "Capital Stock." Each Class D Warrant may be exercised any
time prior to June 30, 2002 (or, if redeemed prior thereto, the date immediately
preceding the redemption date) for one share of Common Stock at an exercise
price of $.94375 per share, subject to adjustment in certain circumstances. Each
Initial Warrant may be exercised any time for one share of Common Stock at an
exercise price of $.471875 per share, subject to adjustment in certain
circumstances. Each Line of Credit Warrant may be exercised any time for one
share of Common Stock at an exercise price of $2.50 per share, subject to
adjustment in certain circumstances. No fractional shares will be issued upon
exercise of the Class D Warrants, the Initial Warrants and the Line of Credit
Warrants, and the Company will pay cash in lieu of fractional shares. The
29,998,511 Contingent Shares have been calculated based on the assumption that
the present conversion price of the Series D Preferred Stock is decreased to
$.3429. See "Capital Stock."

The Series D Preferred Stock, the Class D Warrants, the Initial
Warrants and the Line of Credit Warrants are not listed on any securities
exchange or quoted in any over-the-counter market. The Company's Common Stock is
traded on the Nasdaq SmallCap Market under the symbol "GNTA." On January 14,
1998, the last sales price of the Common Stock as reported on the Nasdaq
SmallCap Market was $0.75.

The Company will inform the Selling Stockholders that the
anti-manipulation provisions of Regulation M ("Regulation M") promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), may apply
to the sales of the Registered Shares. The Company also will advise the Selling
Stockholders of the requirement for delivery of this Prospectus in connection
with any sale of the Registered Shares.

The Company will not receive any proceeds from the sale of the
Registered Shares."

"Paramount Capital Asset Management, Inc. ("PCAM") is the investment manager
of The Aries Trust and the general partner of the Aries Domestic Fund, L.P.
Dr. Lindsay Rosenwald, the President and Chairman of Paramount Capital,
Inc., a Delaware corporation ("Paramount"), is the President and Chairman
of PCAM and may be deemed the beneficial owner of the voting securities of
the Company owned by The Aries Funds and Paramount. Paramount served as the
placement agent for the Company's June 1997 Private Placement. Michael S.
Weiss, Vice Chairman and Director of the Company, is a Senior Managing
Director of Paramount. David R. Walner, the Secretary of the Company, is an
Associate Director of Paramount and Secretary of PCAM. The Aries Funds have
the contractual right to appoint a majority of the members of the Board of
Directors of the Company."
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