Coincidental Timing? (No-name buyout bids & SEC 144 filings)
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Friday July 21, 5:26 pm Eastern Time
Drkoop says it will consider MillenniumHealth's offer
AUSTIN, Texas, July 21 (Reuters) -Drkoop.com Inc. (NasdaqNM:KOOP - news), the embattled provider of online health-related services, on Friday it would consider an offer to combine with MillenniumHealth Communications Inc., though Millennium's announcement of a transaction was ``highly premature.''
The Austin, Texas-based drkoop.com said in a statement it had received a ``non-binding'' letter of intent from MillenniumHealth, an Internet health-care information company, after news of the offer had already been made public on Friday morning.
The company said it did not authorise MillenniumHealth's statement nor did it have any involvement in its contents. It also said that at present it was not party to any type of agreement with MillenniumHealth.
The non-binding letter of intent describes a stock-for-stock transaction with Millennium, drkoop.com said. It also requests a binding ``no-shop'' agreement from drkoop.com, a $1 million break-up fee, and makes any deal subject to material conditions, including due diligence.
Shares of drkoop closed up 9/16 at 1-19/32 on the Nasdaq, off a 52-week high of 33-1/2, close to its year low of 1.
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DJ Drkoop.com Hldr Files To Sell 500,000 Common Shares >KOOP 27 Jul 17:33 WASHINGTON (Dow Jones)--Superior Consultant Holdings Corp. filed to sell 500,000 common shares of Drkoop.com Inc. (KOOP), according to a Form 144 released Thursday by the Securities and Exchange Commission. A Form 144 indicates an intention to sell restricted stock, but isn't a commitment to do so. The filing indicates Superior Consultant intended to sell the shares July 21 on the Nasdaq Stock Market. Bear Stearns & Co. was listed as the broker for the transaction. As reported, Drkoop.com in April hired Bear Stearns to assist it in reviewing strategic options, and said it had only about five months of cash remaining. Drkoop.com, Austin, Texas, is an online service with interactive communities offering information on topics ranging from addiction to children's health. -Brian Callaghan, Dow Jones Newswires/Federal Filings Business News; 202-628-8903 (END) DOW JONES NEWS 07-27-00 05:33 PM
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Tuesday July 25 9:14 PM ET
Undertherapy.com Makes Unsolicited Bid for Drkoop.com
By Angela Moore
NEW YORK (Reuters) - The high-profile name of drkoop.com Inc. (NasdaqNM:KOOP - news), the beleaguered health Web site, has attracted at least two suitors that are strangers to most industry analysts.
Undertherapy.com, which says it provides medical information for health-care service providers and develops hand-held devices, on Tuesday made an unsolicited bid to acquire drkoop.com, which is named after C. Everett Koop, the well-known former U.S. surgeon general. Undertherapy would not disclose the financial terms of the proposal.
The overture comes on the heels of an offer on Friday by closely held MillenniumHealth Communications Inc. to combine with drkoop.com for an undisclosed amount. Drkoop said it would consider the online health news company's proposal, but any suggestion of a deal was ``highly premature.''
``I think it's a joke,'' said Michael Davis, research director with Gartner Group (NYSE:IT - news) ``It's bottom-feeders trying to get into the business.''
On Tuesday, shares of drkoop.com closed up 15/32 at 1-15/16, well off its 52-week high of 28-7/8 and up from a year low of 1.
``My counsel has told me I can't talk about deal points,'' said William Miller, executive vice president and chief operating officer of Undertherapy.com. ``I really, really would love to tell you what kind of check we're cutting today upon acceptance of our offer, but I can't, and trust me, it's huge.''
Drkoop.com responded to Undertherapy.com's statements several hours after the stock market closed, saying that on two occasions it had considered proposals from Undertherapy.com, but concluded that ``a transaction with this organization was not in the best interests of the company or its stockholders.''
The company said it and Undertherapy.com were not party to any agreement except a confidentiality agreement, which Undertherapy.com had violated with its statement on Tuesday.
Austin, Texas-based drkoop.com is the target of several class-action lawsuits and has been exploring ``strategic alternatives'' since April. In its statement, the company said it would consider Undertherapy.com's proposal ``consistent with its fiduciary duties.''
Undertherapy.com has six employees, Miller said, and analysts were not familiar with the company.
``This is the first we've ever heard of this company,'' said Rachel Terrace, an analyst with Jupiter Communications Inc. (NasdaqNM:JPTR - news) ``No one knows what they are, what they do, what their business plan is, what the potential synergies are with drkoop.''
Miller said analysts and venture capitalists were unfamiliar with his company because ``we have not been tooting our horn'' and have been in research and development for the past several months.
Of the two suitors, Gartner's Davis said, Millennium is going to be more seriously considered. The publisher is a better fit with drkoop.com because it has a content component, while drkoop.com's potential synergies with Undertherapy.com are not clear.
``But Koop has to do something pretty quickly because the cash is running out,'' Davis said.
In May, drkoop.com cut 35 percent of its staff, and earlier this month, two top executives voluntarily resigned. The company said it expected second-quarter losses to be wider than Wall Street's estimates.
The company made its initial public offering last year with much fanfare, but more recently it has become the whipping boy of investors who are disenchanted with the business-to-consumer online business model.
Either the drkoop.com will go bankrupt, or Undertherapy.com will rescue it, Miller said.
Analysts were not as confident.
``Who knows if they'll be able to save drkoop? MillenniumHealth was obscure enough, but this is ridiculous,'' Jupiter's Terrace said.
``Drkoop has been on the selling block for a couple of months and the only bites are from companies we've never heard of,'' she said.
``No legitimate company with any name in the health world has come forward looking to acquire,'' she said. ``It shows it's not a good purchase.''
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DJ Drkoop.com Holder Registered To Sell 2.7M Cmn Shrs In July 02 Aug 15:58 WASHINGTON (Dow Jones)--Drkoop.com Inc. (KOOP) shareholder Superior Consultant Holdings Corp. (SUPC) registered to sell 2,748,775 shares of the company's common stock, according to a Form 144 released Wednesday by the Securities and Exchange Commission. A Form 144 indicates an intention to sell restricted stock, but it isn't a commitment to do so. The filing stated Superior intended to sell the shares July 25 on the Nasdaq Stock Market, with Bear Stearns & Co. as broker for the transaction. Drkoop.com is an online service offering health information and other services via its Web portal. -Christopher Scinta, Dow Jones Newswires/Federal Filings Business News; 202-628-7699 (END) DOW JONES NEWS 08-02-00 03:58 PM |
