To: Larry Liebman who wrote (111 ) 11/10/1998 8:34:00 AM From: kinkblot Respond to of 179
Tang -- not exactly fresh-squeezed. From PCOP's "Joint Proxy Statement / Prospectus", May 13, 1998. ANNEX 2--Opinion of BT Alex. Brown Incorporated (on fairness of the exchange ratio, dated February 4, 1998): ............................................................................. [boilerplate] ...We have acted as financial advisor to the Board of Directors of Pharmacopeia in connection with the Merger and will receive a fee for our services, a significant portion of which is contingent upon the consummation of the Merger and a portion of which is payable upon delivery of this opinion. We previously have provided investment banking services to Pharmacopeia in connection with matters unrelated to the proposed Merger, for which services we have received compensation. BT Alex. Brown maintains a market in Pharmacopeia Common Stock and regularly publishes research reports regarding the pharmaceutical and biotechnology industries and the business and securities of Pharmacopeia and other publicly owned companies in such industries. In the ordinary course of business, BT Alex. Brown may actively trade the securities of Pharmacopeia for our own account and the account of our customers and, accordingly, may at times hold a long or short position in securities of Pharmacopeia. [more boilerplate] ...it is our opinion that, as of the date of this letter, the Exchange Ratio is fair, from a financial point of view, to Pharmacopeia. ................................................ I assume that Tang's 'research' updates are not completely detached from his firm's trading positions. "In the ordinary course of business" they could take advantage of the downgrade to cover a short or initiate a long position. With short interest already down to ~155,000 shares in October from ~510,000 in May, maybe the latter is more likely. WT