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Biotech / Medical : Agouron Pharmaceuticals (AGPH)

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To: John Metcalf who wrote (5138)8/13/1998 2:53:00 PM
From: Biomaven  Read Replies (1) of 6136
 
The details of the tracking stock proposal are now available at www.freedgar.com (may also be at some of the other Edgar sites).

Here's my summary after a very quick read-through:

It's not exactly a spin-off - it's a distribution of the new oncology division stock to shareholders. The new division gets a $25m credit line which it can get its hands on by giving its own stock to the AGPH general company at the oncology division's own fair market value (average of 20 days trading 30 days after distribution). The general division also maintains the right to acquire the oncology division at 125% of the fair market value.
Voting rights change as the relative values of the companies change.

So AGPH general will end up owning a chunk of AGPH oncology stock directly because of the cash transfer. There aren't really going to be two stand-alone independent companies at all - more like one and a half. Lots of work for lawyers if anything ever goes wrong.

I'll post later what I think the pro-forma earnings for the new AGPH general would have been last year.

Peter
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