DANG.....I FIGURED WE WOULD HAVE GONE TO BEING A TRUE PENNY STOCK OVER THIS. LOL. GOOD JOB BRUCE.....ANOTHER UPDATE WITH AN UPDATE.
Update on Alpha and Litigation
Mar 13, 2015
Here is an update to our shareholders on various matters related to Viropro.
ALPHA: PricewaterhouseCoopers (PWC), the Receiver and Manager of Alpha Biologics Sdn Bhd (Alpha), solicited bids for the sale of substantially all of the assets of Alpha that were to be submitted no later than December 30, 2014. Since that time, PWC has not disclosed whether it has received any bids for what it describes as an “en-block” sale, nor has it shared its plans for the sale. PWC has rejected two proposals from Viropro, without offering a response or a counter-proposal. According to the information provided to prospective purchasers, PWC intends to issue a letter of acceptance to the successful offeror within 90 days of the submission deadline, but has reserved the right not to select the highest offer, or any offer at all. It has also reserved the right to extend the deadline at its sole discretion.
Viropro has advised PWC that the proposed transaction represents the sale of substantially all of the assets of the company, in which case the rights of all creditors, government agencies and former employees must be respected, not just those of Bank Pembangunan Malaysia Berhad (BPMB). We have also advised PWC that the list of the assets as presented to prospective purchasers overstates their real value, may include assets not owned by the company and fails to disclose both the extent of the damage that occurred during multiple break-ins and the diminution of value that will likely result from the disassembly and removal of the company’s production equipment.
PWC has not provided us with an update or any insight into their process, and has represented that in its opinion, the failure of previous management to pay the requisite transfer tax in Malaysia means that Viropro has no ownership rights with regard to Alpha. We believe this to be nothing more than a means to exclude us from the process of protecting the rights of our shareholders, other creditors and former employees. The failure to pay the tax can be easily remedied by its payment, plus modest penalties, at any time. PWC has not challenged the validity of the purchase agreement through which Alpha was acquired by Viropro other than for the payment of the tax. We are reviewing our legal remedies in the event that PWC refuses to make a good faith effort to resolve the situation amicably.
LEGAL ACTION AGAINST CYNTHIA TSAI AND RICHARD SERBIN: Under an order of the New York County Supreme Court, which is available on the court’s web site, Ms. Tsai was directed to turn over to the company documents and emails that she maintained in her personal email account and on her personal computer. These documents are necessary for the company to determine its liabilities, defend its interests in litigation and identify any potential business opportunities that may have been initiated during Ms. Tsai’s tenure. Among other things, Ms. Tsai herself has filed a claim against Viropro with the Montana Department of Labor and Industry for unpaid wages, asserting that she had the right to move the company’s office to her home in Helena, thereby bringing her claim under the jurisdiction of that state. Her failure to release her files directly impedes our ability to defend the company against her very own claims. Accordingly, the company has filed a motion requesting that Ms. Tsai be held in contempt of court and subject to sanctions for her failure to comply. An evidentiary hearing is scheduled for mid-April to resolve this matter. It is unfortunate that this matter needs to be resolved at great expense in court, but the company cannot complete financial statements without a reasonable understanding of its liabilities, and our business interests require that we have a comprehensive assessment of business relationships that were established by the company’s management.
STRATEGIC REVIEW AND PLAN FOR RESTRUCTURING: We previously announced the completion of a strategic review for Viropro and the implementation of a restructuring intended to restoring the company to financial health. We are making good progress in that regard and remain confident that we will be in a position to close our first transaction by the middle of 2015, although any such closing may be delayed if we are unable to file our financial statements due to our lack of access to the requisite company records. Because the discussions leading to any possible transaction are covered by confidentiality agreements, we are unable to disclose any details at this time.
We realize that a number of our shareholders are frustrated at what might appear to be a lack of transparency but we can only disclose what is allowed under the federal securities laws. Given our very limited resources, we believe that we are making good progress in what is an extremely challenging environment. We are grateful for your patience and support.
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