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Biotech / Medical : ARIAD Pharmaceuticals -- Ignore unavailable to you. Want to Upgrade?


To: Biomaven who wrote (630)8/9/1999 6:56:00 PM
From: Pseudo Biologist  Read Replies (1) | Respond to of 4474
 
Who are the bad boys? HFTP (Promethean?), Brown Simpson (Ltd and LP?).
Do not bother to use altavista to search for
"Brown Simpson" unless, that is, you wan to revisit gloves that
don't fit, DNA tests, and the whole sorry like.

Celeyroot seems to know something about these people. FWIW celery
was all over the TCLN toxic a while ago and he/she has been proven
right. I would not dismiss his/her concerns, even though they are
expressed, say, "tersely." -g-

From the recent proxy:

NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY OWNED PERCENTAGE
- ----------------------------------------- ------------------ ----------
Hoechst Marion Roussel, Inc. 3,004,436 (1) 10.5%
Route 202-206Bridgewater, NJ 08807-0800
BB Biotech A.G. 2,293,000 (2) 8.0
c/o Bellevue Asset Management A.G.Grunstrasse 12 CH-6343Rothreuz, Switzerland
HFTP Investment LLC 2,194,185 (3) 7.7
c/o Promethean Investment Group, L.L.C.40 West 57th Street, Suite 1520
New York, NY 10019
Brown Simpson Strategic Growth Fund, Ltd. 950,813 (4) 3.3
152 West 57th Street, 40th FloorNew York, NY 10019
Brown Simpson Strategic Growth Fund, L.P. 511,976 (5) 1.8
...

* Indicates less than one percent
(1) Includes 3,004,436 shares of Series B Preferred Stock convertible into
3,004,436 shares of Common Stock sold to Hoechst Marion Roussel, Inc. in
connection with the joint venture agreement for establishing and operating
the Hoechst-ARIAD Genomics Center, LLC and represents 100% of the Series B
Preferred Stock.
(2) Such shares are held of record by Biotech Target S.A., a wholly owned
subsidiary of BB Biotech A.G. This information is based solely on review
of Schedules 13D and 13G, each of which was filed with the Commission on
May 28, 1998.
(3) Includes 3,000 shares of Series C Preferred Stock convertible into
2,194,185 shares of Common Stock and represents 60% of the Series C
Preferred Stock. Promethean Investment Group, LLC, a New York limited
liability company ("Promethean"), serves as investment advisor to HFTP
Investment, L.L.C. ("HFTP") and may be deemed to share beneficial
ownership of the shares beneficially owned by HFTP by reason of shared
power to vote and to dispose of the shares beneficially owned by HFTP.
Promethean disclaims beneficial ownership of the shares beneficially owned
by HFTP. Mr. James F. O'Brien, Jr. indirectly controls Promethean. Mr.
O'Brien disclaims beneficial ownership of the shares beneficially owned by
Promethean and HFTP.
(4) Includes 1,300 shares of Series C Preferred Stock convertible into 950,813
shares of Common Stock and represents 26% of the Series C Preferred Stock.
Brown Simpson Asset Management, L.L.C. serves as the investment manager to
Brown Simpson Strategic Growth Fund, Ltd. pursuant to an investment
management contract. The members of Brown Simpson Asset Management, L.L.C.
are Mitchell Kaye, Evan Levine, James Simpson and Matthew Brown. Such
persons may be deemed to have beneficial ownership of the shares owned by
Brown Simpson Strategic Growth Fund Ltd.
(5) Includes 700 shares of Series C Preferred Stock convertible into 511,976
shares of Common Stock and represents 14% of the Series C Preferred Stock.
The general partner of Brown Simpson Strategic Growth Fund, L.P. is Brown
Simpson Capital, L.L.C., the members of which are Mitchell Kaye, Evan
Levine, James Simpson and Matthew Brown. Such members may be deemed to
have beneficial ownership of the shares owned by Brown Simpson Strategic
Growth Fund, L.P.



To: Biomaven who wrote (630)8/9/1999 10:12:00 PM
From: LLCF  Read Replies (1) | Respond to of 4474
 
<Remember the company has the right to redeem the convertible under certain circumstances, and so his position is not risk free. For example, if Hoechst decided to gobble ARIA, they would potentially be at risk.>

Yes, potentially.... but we know who wrote the contract and I'll bet dollars to doughnuts it's iron clad. Lets say HOE paid $10 tomorrow... well the strike price is still the lowest 4 bids over the past 22 days. I'm sure a company redemption would leave provision for partial exercise, in any case... we'd have to look at the exact contract but these guys know what they're doing IMO. The whole purpose of the contract is to trade against it... look at the nature of the thing, it's a convertible... it has an imbedded option.

<Let's assume the bad boy has shorted a million shares at 1 1/8. Now what is his incentive to wait more than 22 days before exercising and lock in his guaranteed profit? >

But you see, this is exactly my point... they would NEVER exercise NOW! Lets assume that the closing bid was 1 1/8 over each of the past 4 days. They have a free look see for 18 days [22-4] to see where the stock goes. In fact they would be foolish to exercise now under this scenario because they have NO RISK OF A RALLY, only upside if the stock falls. Worse... each time they manage to hold the stock at lower levels for 4 days the strike price FOR THE ENTIRE ISSUE RATCHETS DOWN to the new level and any previous shorts are locked in.

What is not widely understood on the street is how onerous this really is on the seller and what a true scam it really is by the buyer... I'm just coming to the realization apon looking at 3 or 4 of these things now and seeing strange names as the buyers. Never funds always private pools. I challange anyone to find a hole in my scenario. These bad boys probably pick companies they believe have a decent shot in the long run... make their investment back shorting and exercising [taking it out of the shareholders hide, leaving the cash in the company] and take a HUGE stake for nothing at the end.

It's a beautiful contract really... very hard to understand without options knowledge. And certainly too hard for your average CFO of a small company who most likely has no derivative experience and can't afford to hire an investment banker. I guess I'd consider myself potentially wrong if someone from one of these companies could tell me THEY sought out a deal like this, but sadly I'm sure we all know who brought the deal to who.

DAK