Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Biotech / Medical : SKYEY - SkyePharma PLC -- Ignore unavailable to you. Want to Upgrade?

To: Trippi who wrote (8)	3/30/1999 6:13:00 PM
From: Dr. John M. de Castro	Read Replies (1) \| Respond to of 56

Trippi, the following is from the merger agreement: < "4.5 Additional Contingent Consideration. (i) In addition to the Merger Consideration, in the event on or prior to March 31, 2000 of the occurrence of the DepoCyt Launch Date, as determined in accordance with Exhibit B hereto, each holder of Shares (other than holders of Excluded Shares) at the Effective Time shall be issued, promptly after the later of the Effective Time and the DepoCyt Launch Date, an amount of Parent ADSs (the "DepoCyt ADSs") equal to (a) the number of Shares held by such holder at the Effective Time, times (b) 0.106100796 (the "DepoCyt Conversion Price"); provided that such DepoCyt Conversion Price shall be subject to adjustment pursuant to Section 4.4 as if it were the Merger Consideration but using the DepoCyt Launch Date as the point of comparison to the Effective Time for purposes of the adjustments made thereunder. The right to receive DepoCyt ADSs shall be assignable in accordance with Section 4.2(b). (ii) In addition to the Merger Consideration, in the event that a development and commercialization agreement is signed with a corporate partner in an arms length transaction with respect to (a) DepoMorphine or (b) a macromolecule for the delivery of drugs using DepoFoam technology, on or prior to March 31, 2000 (such trigger date the "Development Agreement Date"), as determined in accordance with Exhibit B hereto, each holder of Shares (other than holders of Excluded Shares) at the Effective Time shall each be issued, promptly after the later of the Effective Time and the Development Agreement Date, an amount of Parent ADSs (the "Development Agreement ADSs") equal to (a) the number of Shares held by such holder at the Effective Time, times (b) 0.079575597 (the "Development Agreement Conversion Price"); provided that such Development Agreement Conversion Price shall be subject to adjustment pursuant to Section 4.4 as if it were the Merger Consideration but using the Development Agreement Date as the point of comparison to the Effective Time for purposes of the adjustments made thereunder. The right to received Development Agreement ADSs shall be assignable in accordance with Section 4.2(b)."> Translation: If DepoCyt receives FDA approval you will receive 0.106100796 SKYEY ADS for each share of DEPO that you held and if a partner is signed for DepoMorphine or a macromolecule(?) you will receive 0.079575597 additional SKYEY ADS for each share of DEPO that you held. John de C