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wow I thought I was the only one that made it through that. After review what is your opinion of the deal now? Did it chage in any way? Do you think there is a possibility of a second offer? I personally think our only other option would have been going along for the merger ride, it doesn't seem like any serious money was interested. I still don't like the way it all went down though.
D
Page 39 is also important because it explains what Takeda will try to do to avoid delays in the merger completion. They will use the Top-Up Option in order to get the 90% necessary for a Short-Form Merger.
"Top-Up Option.
Subject to the terms of the Merger Agreement, the Company has granted Takeda America and Offeror an irrevocable option (the "Top-Up Option" ), exercisable only on the terms and conditions set forth in the Merger Agreement, to purchase from the Company an aggregate number of newly-issued Shares equal to the lesser of (i) the number of Shares that, when added to the number of Shares owned by Offeror as of immediately prior to the exercise of the Top-Up Option, constitutes one Share more than 90% of the number of Shares then outstanding on a fully diluted basis (assuming the issuance of the Top-Up Option Shares) or (ii) the aggregate of the number of Shares held as treasury shares by the Company and its subsidiaries and the number of Shares that the Company is authorized to issue under its Certificate of Incorporation, but that are not issued and outstanding (and are not reserved for issuance pursuant to the exercise of stock options or warrants) as of immediately prior to the exercise of the Top-Up Option. The obligation of the Company to issue such Shares is subject to compliance with all applicable regulatory and stock exchange requirements.
The Top-Up Option may be exercised by Offeror, in whole or in part, at any time at or after the Acceptance Time, and no exercise of the Top-Up Option shall be effective prior to the Acceptance Time. The aggregate purchase price payable for the Shares acquired upon exercise of the Top-Up Option shall be determined by multiplying the number of such Shares by the Offer Price. Such purchase price will be paid by Offeror, at its election, either entirely in cash or by executing and delivering to the Company a promissory note having a principal amount equal to such purchase price, or by any combination of the foregoing. Any such promissory note shall bear interest at the applicable federal rate determined under Section 1274(d) of the Code, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty. The Top-Up Option is intended to expedite the timing of the completion of the Merger by permitting Offeror to effect a "short-form" merger pursuant to applicable Delaware law at a time when the approval of the Merger at a meeting of the Company's stockholders would be assured because their ownership would represent at least a majority of the voting power of all Shares entitled to vote at such a meeting and required to complete the Merger.
Short-Form Merger.
Section 253 of the DGCL provides that, if a parent corporation owns at least 90% of each class of the stock of a subsidiary, that corporation can effect a short-form merger with that subsidiary without the action of the other stockholders of the subsidiary. Accordingly, if Offeror or any other subsidiary of Takeda America shall own, by virtue of the Offer or otherwise, 90% of the outstanding Shares, Takeda America, Offeror and the Company shall take all actions necessary and appropriate to cause the Merger to become effective as soon as practicable following the expiration of the Offer, without a stockholders' meeting in accordance with Section 253 of the DGCL."
It is a long read but pages 38 and 40 have some useful information regarding stockholder rights and the legal proceeding. Here are a couple of snippets:
"Appraisal Rights.
Holders of the Shares do not have appraisal rights in connection with the Offer. However, if the Merger is completed, stockholders who have neither voted in favor of the Merger nor consented thereto in writing, who timely submit a demand for appraisal in accordance with Section 262 of the DGCL and who otherwise comply with the applicable statutory procedures under the DGCL will be entitled to receive a judicial determination of the fair value of the Shares (exclusive of any element of value arising from the accomplishment or expectation of such merger) and to receive payment of such fair value in cash (all such Shares, the "Dissenting Shares" ). Any such judicial determination of the fair value of the Dissenting Shares could be based upon considerations other than or in addition to the price paid in the Offer and the market value of the Shares. The value so determined could be higher or lower than, or the same as, the Offer Price paid pursuant to the Offer or the Merger. Moreover, Takeda America could argue in an appraisal proceeding that, for purposes of such a proceeding, the fair value of the Dissenting Shares is less than the Offer Price paid pursuant to the Offer or the Merger. In the event that any holder of Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his, her or its rights to appraisal as provided in the DGCL, the Shares of such stockholder will be converted into the right to receive the Offer Price. Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights.
The foregoing summary of the rights of stockholders seeking appraisal rights under Delaware law does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The perfection of appraisal rights requires strict adherence to the applicable provisions of the DGCL. If a stockholder withdraws or loses his right to appraisal, such stockholder will only be entitled to receive the Offer Price paid in the Offer.
APPRAISAL RIGHTS CANNOT BE EXERCISED AT THIS TIME. THE INFORMATION SET FORTH ABOVE IS FOR INFORMATIONAL PURPOSES ONLY WITH RESPECT TO ALTERNATIVES AVAILABLE TO STOCKHOLDERS IF THE MERGER IS COMPLETED. STOCKHOLDERS WHO WILL BE ENTITLED TO APPRAISAL RIGHTS IN CONNECTION WITH THE MERGER WILL RECEIVE ADDITIONAL INFORMATION CONCERNING APPRAISAL RIGHTS AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION THEREWITH BEFORE SUCH STOCKHOLDERS HAVE TO TAKE ANY ACTION RELATING THERETO.
STOCKHOLDERS WHO TENDER SHARES IN THE OFFER WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE OFFER PRICE PAID IN THE OFFER."
"Legal Proceeding.
On May 22, 2009, a lawsuit was filed in the Superior Court of the State of California, Orange County, against the Company, each member of the Company's board of directors including its President and Chief Executive Officer, Takeda America and the Offeror. The complaint, captioned Hartman v. Walbert et al.
, is brought by Richard Hartman and Bryan Burnett, who claim to be stockholders of the Company, on their own behalf, and seeks certification as a class action on behalf of all Company stockholders, except the defendants and their affiliates. The complaint alleges that the defendants breached their fiduciary duties, and/or aided and abetted the breach of fiduciary duties, owed to Company stockholders in connection with the Offer and the Merger, including with respect to the Offer Price and other terms of the Merger Agreement and the process by which the Merger Agreement was approved by the Company's board of directors. The complaint seeks injunctive relief enjoining the Offer and the Merger, or, in the event the Offer or the Merger have been consummated prior to the court's entry of final judgment, rescinding the Offer and the Merger. The complaint also seeks an accounting for all damages and an award of costs, including a reasonable allowance for attorneys' and experts' fees and expenses. The Company believes the plaintiff's allegations lack merit and will contest them vigorously."
Its a long read but if you believe it they accepted the best offer available
http://ih.advfn.com/p.php?pid=nmona&cb=1243378126&article=37893156&symbol=N^IDMI
not very much interest
D
There is a chance ! The terms of the Merger Agreement, including the parties' representations, warranties and covenants, and the conditions and the ability of IDM to respond to unsolicited offers for an acquisition from a third party prior to completion of the Offer, and the right of the IDM board of directors after complying with the terms of the Merger Agreement to terminate the Merger Agreement in order to accept a superior offer upon payment of a termination fee of $2,250,000 (approximately 3% of the consideration payable for the Shares and the outstanding warrants);
D
Sentiment of the board leans towards three possible reasons. Possibly someone accumulating to either 1) increase holdings so no chance of us negating deal, 2) possible speculation of a third party showing some interest at the last minute and/or 3) maybe it easier/cheaper for Tak to purchase as much as possible now to avoid fees with final transaction?
Anyone else?
D
Shares being bought for $2.64. Why?
Just curious about people's thoughts for why some shares have been bought for $2.64 when that is the buyout price. I continue to hope for a higher offer and that this may be related to speculation of a higher offer surfacing.
Another interesting fact is that Takeda's offer was almost $80 million, which would equate to over $3 a share, but because of the various options and so forth that only go to PA investors and management, we get stuck with $2.64.
9:29AM IDM Pharma: Takeda commences cash tender offer for all outstanding shares of IDM Pharma (IDMI) 2.61 : Takeda Pharmaceutical announced the commencement of a cash tender offer for all outstanding shares of the common stock of IDMI for US$2.64 per share, net to the seller in cash.
looks like they will try and push through as fast as possible
D
I posted the main link anyway for quick reference. Have you signed up or still thinking about options?
D
disregard. I see several links already down below. no coffee earlier.
tenacious,
could you post the links to the firms that are trying to help us small fries? TIA.
DVAX makes HEPLISAV, a Phase 3 clinical stage product for the treatment of hepatitis B vaccine. Recently they presented preclinical data from its Novel Universal Flu vaccine.
With 47.19M Market Cap, the stock looks attractive, if FDA will lift the hold on HEPLISAV at the next meeting, it could soar. HEPLISAV could substitute ENGERIX as standard in the cure of hepatitis B.
I just checked the Yahoo IDMI message board.. Guess what? Synchronizer announced that he is intending leaving town to go on a bike trip. He will obviously not be available to answer questions as to who was paying him. Wow, does this whole mess stink. It is so obvious that we shareholders were duped.
IDM Pharma Merger E-mail
May 21, 2009
Finkelstein Thompson investigates potential shareholder claims arising from the proposed acquisition of IDM Pharma by Takeda.
Finkelstein Thompson LLP is investigating potential shareholder claims arising from the proposed acquisition of IDM Pharma, Inc. ("IDM" or the "Company") (Nasdaq: IDMI) by Takeda Pharmaceutical Co. Under the terms of the merger agreement, IDM shareholders will receive $2.64 per share, valuing the transaction at approximately $66.7 million.
The investigation is focused on the potential unfairness of the merger price and of the process by which the IDM Board of Directors approved the agreement.
If you are interested in discussing your rights as an IDM shareholder, or have information relating to this investigation, please contact Finkelstein Thompson’s Washington, DC offices at (877) 337-1050 or by email at contact@finkelsteinthompson.comThis email address is being protected from spam bots, you need Javascript enabled to view it .
IDM Pharma Inc. Investor Investigation
Investigation on behalf of certain current investors in IDM Pharma Inc. (Public, NASDAQ:IDMI) over potential breach of fiduciary duty by the ICM Pharma board of directors – Contact the Shareholders Foundation, Inc at mail@shareholdersfoundation.com
SAN DIEGO, CA (Shareholders Foundation) -- An investigation on behalf of current investors in IDM Pharma Inc. (Public, NASDAQ:IDMI), who purchased their shares before Monday, May 18, 2009, over possible breach of fiduciary duty by the board of directors of IDM Pharma Inc. announced.
If you currently own shares of IDM Pharma Inc. (Public, NASDAQ:IDMI) and purchased theses shares before May 18, 2009, you have certain options and you should contact the Shareholders Foundation, Inc. immediately at:
Email: mail@shareholdersfoundation.com
Or call us at: +1 (858) 779 - 1554
IDM Pharma announced that Japan’s Takeda Pharmaceutical Company’s subsidiary, Takeda America Holdings, Inc., plans to acquire IDM Pharma for US$2.64 per share in an all cash tender offer followed by a merger. Under the terms of the agreement, the transaction has a value of approximately $66.7 million. According to the investigation by a law firm the investigation focuses on possible breaches of fiduciary duty and other violations of state law by the board of directors of IDM Pharma, Inc. (Nasdaq:IDMI) arising out of their attempt to sell IDM Pharma to Takeda Pharmaceutical Co. The transaction, so the investigation, is unfair, given that, among other things, shares of IDM Pharma (IDM) traded above $2.60 per share as recently as March 23, 2009 and above $3.40 per share as recently as September 22, 2008. The investigation raises also the concern that the process IDM Pharma conducted was flawed because owners of approximately 55% of the outstanding shares already agreed to tender their shares and IDM agreed to a non-solicitation provision that will all but ensure that no superior offer will ever be forthcoming. IDM Pharma, Inc. is a biopharmaceutical company focused on the development of cancer products that either destroys cancer cells by activating the immune system or prevents tumor recurrence by triggering an adaptive immune response. IDM Pharma, Inc. is located in Irvine, California. The shares of IDM traded after the announcement at $2.62 per share, down from a 52weekHigh of $3.75 per share. In April 2007 IDM shares reached as high as $9.25 per share.
If you currently own shares of IDM Pharma Inc. (Public, NASDAQ:IDMI) and purchased theses shares before May 18, 2009, you have certain options and you should contact the Shareholders Foundation, Inc. immediately at:
Email: mail@shareholdersfoundation.com
Or call us at: +1 (858) 779 - 1554
Shareholders Foundation, Inc.
Trevor Allen
3111 Camino Del Rio North - Suite 423 -
92108 San Diego
Tel:+1-(858)-779-1554
Fax:+1-(858)-605-5739
mail@shareholdersfoundation.com
www.ShareholdersFoundation.com
_____________________________
Unfortunately, when you start telling the truth to people, they may label you as a "conspiracy nut." I am pretty much over that. I am 52 years old and I finally learned that people have to be receptive to the material. If they are not, I shut up. I have no desire to jump on a soap box and look like an idiot.
Re: the U.S. dollar loosing it's reserve status. One word: GOLD. I'm talking about 1oz gold coins in the safe deposit box, not GLD or gold stocks. If you have kids, I would buy as many gold coins as I could. Richard Russell of Dow Theory Letters says gold <$1000 oz is a buy.
OT- CGRB sold, $970M cash. Check earnings and profile of Cougar. Can someone tell me how Cougar sells for $970M and IDM <$67M with an EU approved drug!?! Me head spins
J&J to acquire Cougar Biotech for about $970 mln
Thu May 21, 2009 8:05pm EDT
J&J to pay $43 per share
Deal to close in third quarter.
By Deena Beasley
LOS ANGELES, May 21 (Reuters) - Drugmaker Johnson & Johnson on Thursday said it has agreed to acquire cancer drug developer Cougar Biotechnology Inc (CGRB.O: Quote, Profile, Research, Stock Buzz) for about $970 million in cash in order to strengthen its oncology business.
J&J said it will tender to purchase all outstanding shares of Cougar at $43 per share, which is about a 16 percent premium to their Nasdaq close of $36.98. The shares were trading at $42 after hours.
Cougar is currently conducting two pivotal-stage trials for abiraterone acetate, an experimental treatment for prostate cancer.
"The acquisition of Cougar Biotechnology with its talented team will strengthen our growing capabilities toward a leadership position in the global oncology market," William Hait, head of oncology at J&J's Ortho Biotech unit, said in a statement.
The deal marks the latest in a string of purchases by big pharmaceutical companies of smaller companies with promising products, including GlaxoSmithKline PLC's (GSK.L: Quote, Profile, Research, Stock Buzz) agreement last month to acquire Stiefel Laboratories Inc, a privately held maker of drugs for acne and other skin treatments.
The global financial meltdown and consequent withering of financing options has forced many development-stage biotechnology companies to look for mergers or partnerships as a way to weather the downturn.
Much larger recent deals in the space include Pfizer Inc's (PFE.N: Quote, Profile, Research, Stock Buzz) $68 billion purchase of Wyeth (WYE.N: Quote, Profile, Research, Stock Buzz), Merck & Co's (MRK.N: Quote, Profile, Research, Stock Buzz) $41 billion acquisition of Schering-Plough Corp (SGP.N: Quote, Profile, Research, Stock Buzz) and Roche Holding AG's (ROG.VX: Quote, Profile, Research, Stock Buzz) $47 billion payment for the part of Genentech Inc that it didn't already own.
In addition to its prostate cancer compound, for which key data will be presented at next week's meeting of the American Society of Clinical Oncology, Cougar is developing treatments for breast cancer and multiple myeloma.
J&J said the transaction, expected to close in the third quarter, will reduce its earnings per share by 2 cents to 3 cents.
The closing is conditioned on clearance under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. (Reporting by Deena Beasley; Editing by Gary Hill)
Thanks, I have enough on my plate.
If you would like I could step down and you could make me an assistant. I don't want to step on any toes, I just wanted to make sure the board stayed alive and up to date.
D
Hey Tenacious,
I was pondering become the moderator...
Welcome aboard
Meix
could you get away with holding just a board lot....meaning if you need the cash sell out but maintain 100 shares of your original purchse...that way you are still technically a shareholder......to really make a statementwe should sell all except 264 shares......to rep the 2.64 share price...(I know its an odd lot lol but the statement it makes is priceless lol) anyways I am still holding 2.64 is the floor I held this at 1.35 and didnt shaekout......
I don't think so. But, I was told to be a named plaintiff that I have to "... maintain ownership in IDM Pharma shares throughout the litigation." Although I do not believe that I have to continue to own all my original shares.
I am not certain of how an award, if there is a settlement, would be exacted. I assume that since IDM Pharma has very little cash that Takeda would be liable. Dispersement of settlement cash would be to all shareholders of record covering a time period (likely to May 18), but I am not sure of this either.
At the very least on the surface it is painfully obvious something went down here out of the ordinary. It looks like this board will be kept alive until we get to the bottom of this
It makes no sense why they would negotiate in such a way to prevent further offers
D
Levi & Korsinsky, LLP Investigate Breach of Fiduciary Duty by BoD of IDM Pharma, Inc.
IDM Pharma, Inc. Securities Litigation
On May 18, 2009, IDM Pharma, Inc. (“IDM Pharma”) or the “Company”)(NasdaqGM: IDMI) announced that it
agreed to sell the Company to Takeda Pharmaceutical Co. Under the terms of the agreement, shareholders of
IDM Pharma will receive $2.64 per share for a transaction value of approximately $66.7 million. The transaction
is unfair, given that, among other things, the Company’s shares traded above $2.60 per share as recently as
March 23, 2009 and above $3.40 per share as recently as September 22, 2008. Also, the process the Company
conducted was flawed because owners of approximately 55% of the outstanding shares already agreed to
tender their shares and the Company agreed to a non-solicitation provision that will all but ensure that no
superior offer will ever be forthcoming. If you are a shareholder of IDM Pharma and would like to find out more
about this case, please
Finkelstein Thompson LLP Announces Investigation of IDM Pharma, Inc.
WASHINGTON, May 20, 2009 (GlobeNewswire via COMTEX) ----Finkelstein Thompson LLP is investigating potential shareholder claims arising from the proposed acquisition of IDM Pharma, Inc. ("IDM" or the "Company") (Nasdaq:IDMI) by Takeda Pharmaceutical Co. Under the terms of the merger agreement, IDM shareholders will receive $2.64 per share, valuing the transaction at approximately $66.7 million.
The investigation is focused on the potential unfairness of the merger price and of the process by which the IDM Board of Directors approved the agreement.
If you are interested in discussing your rights as an IDM shareholder, or have information relating to this investigation, please contact Finkelstein Thompson's Washington, DC offices at (877) 337-1050 or by email at contact@finkelsteinthompson.com.
Finkelstein Thompson LLP has spent over three decades delivering outstanding representation to institutional and individual clients in connection with securities and other finance-related litigation, and has been appointed as lead or co-lead counsel in dozens of shareholder class actions. Indeed, the firm has served in leadership roles in cases that have recovered over $1 billion for investors and consumers. To learn more about Finkelstein Thompson LLP, please visit our web site at www.finkelsteinthompson.com.
This news release was distributed by GlobeNewswire, www.globenewswire.com
SOURCE: Finkelstein Thompson LLP
Law Office of Brodsky & Smith, LLC Announces Investigation On Behalf of Shareholders of IDM Pharma Inc.
* On Wednesday May 20, 2009, 4:47 pm EDT
*
Buzz up!
* Print
BALA CYNWYD, Pa., May 20, 2009 (GLOBE NEWSWIRE) -- Law office of Brodsky & Smith, LLC announces that it is investigating potential claims against the Board of Directors of IDM Pharma Inc. (``IDM Pharma'' or the ``Company'') (NasdaqGM:IDMI - News) relating to the proposed acquisition by Takeda Pharmaceutical Co., (``Takeda'').
Under the proposed agreement, IDM Pharma shareholders will receive $2.64 for every share of IDM Pharma common stock they own. The investigation concerns possible breaches of fiduciary duty and other violations of state law related to the IDM Pharma board's approval of the proposed merger. The transaction appears to be unfair, in part, given that stockholders holding 55% of the outstanding shares of IDM Pharma common stock have committed to tender their shares, which may prevent other superior offers from being made. Recently, on March 6, 2009 IDM Pharma received European marketing approval for MEPACT (mifamurtide), a therapy indicated for the treatment of non-metastatic osteosarcoma (malignant bone cancer) following surgical removal of the tumor in children, adolescents and young adults.
If you own shares of IDM Pharma and wish to discuss the legal ramifications of the proposed acquisition by Takeda, or have any questions, you may e-mail or call the law office of Brodsky & Smith, LLC who will, without obligation or cost to you, attempt to answer your questions. You may contact Jason L. Brodsky, Esquire or Marc Ackerman, Esquire at Brodsky & Smith, LLC, Two Bala Plaza, Suite 602, Bala Cynwyd, PA 19004, by e-mail at clients@brodsky-smith.com, or by calling toll free 877-LEGAL-90.
D
I'm assuming I'm screwed since I sold my position?
I just checked the Orange County of California Superior Court website - no record of the filing. Perhaps today?
The piranhas were circling – Levi & Korsinsky got the prey! Via Google – there were two other law firms who initiated investigations yesterday: Finkelstein Thompson and Brodsky & Smith. Levi already had the complaint to file when the announcement of the buyout was made thus beating out their competitors. I’ll say this again: Levi had inside information to not only write the complaint, but also set up a co-counsel arrangement.
hey bowonwing I have not read the book but it sounds like some nice reading at the beach...will check it out, the problem with those books is that it gets me riled up and then when i try to talk to some of my friends (who arent big into investing or trading) I sound like a conspiracy nut lol...
what bush was doing and what Obama is doing now is showing total disregard to the future value of the US dollar IMHO which leads me to believe in one thing and that is that the talk of the Amero (North American currency) is real and that eventually the US dollar will be replaced with that as our main currency...I really dont know how they are gonna pay for everything the amount of money the US is throwing around...
OT- highfive love your Stamp quote. Have you read "The Creature from Jekyll Island- A Second Look at the Federal Reserve" by G. Edward Griffin? Amazing book on the Fed, central banking systems and a lot more. A must read.
I have my old beat-up copy with my notes and just bought two new copies of new 2009 edition on Amazon, one for me and one for my downstairs neighbor.
I believe 80 to 90% of people living in this county have no idea what went down in the final months of the Bush administration re: ending up giving trillions of taxpayer money to the banking system/wall street. And now Obama is doing the same thing!
I used to think that JFK was assassinated because he signed an executive order for the pull out of U.S. troops from Vietnam. But then I found out in 1963 JFK enacted executive order 11110. The U.S. Treasury began printing upward of four billion of U.S. Notes to replace Federal Reserve Notes. When a sufficient supply of the notes reached circulation the Fed and the Central Banking system could be declared obsolete. This would end control of the bankers over the US government and the American people. Five months later on 11/22/1963 President Kennedy was professionally assassinated by an order from unknown sources.
guys bear in mind if IF we win this or force Takeda to back down that would mean no offer on the table and the stock price would fall (would it not?) unles that would mean an end to manipulation and of to 4 dolars we go lol
not a fan of im Cramer mad money but walbert could be a candidate for his CEO wall of shame.....ill give him the benefit of the doubt...but its looking that way......
this is starting to get very interesting I want to forward this to cnbc they must know about it but I figure the more media outlets that report this the more chances we have of key players PA, Walbert etc etc to climb out of the holes they are in right now and make a bloody comment SPEAK for gawds sakes...
be nice to shame all of them.....
Thank you for that information. Do you have the complaint number and court website? Who knows where all this is going to lead. Good luck to us all.
You may be right. But going over the complaint, it sure appears to me that it took quite a bit longer to prepare than two days. The suit was filed today in Orange County, CA by the co-counsel David E. Bower, of Los Angeles.
meixatech, you might right about the complaint and previous information the law firm might have had before the announcement on Monday of the sale of IDM.
Be aware though that these plaintiff attorneys have "cookie cutter" form complaints ready to go with the "static" information with the various causes of action of the complaint ready to go. So all they all have to do is fill in the blanks with the specific variable information of this particular complaint and the complaint is ready to go. If you have the information this can be done in mere hours, thus this complaint could have been prepared yesterday, ready to be filed today.
Hmmm…. Interesting. In reviewing the complaint, it is quite apparent that this document was prepared in most part some time prior to the announcement of the buyout. Somebody must have alerted these plaintiff attorneys of apparent hanky panky going on with this deal. Me thinks that there is more to this than meets the eye.
Attorney Levi informed me that this sort of litigation goes fair quickly. So we should not have to wait too long before this plays out.
Good lock to all!!!
Good day for OSCI (+37%), but Osci YMB is full of monkeys and baboons, almost like in CTIC during the last 6 months. Is it a roulette play or this stock has legs?
The number of patients that could need this drug is enormous, thing that we didn't have in IDMI and reason for that IDMI SP could have been manipulated.
You will become part of the class action whether you sign up now or later. There is no urgency to figure all of that out now because you will always be eligible to join the class action. Haven't you ever gotten a letter saying that if you held stock XYZ during any part of this date range blah blah blah. And I doubt that you'll need to hold until the end to be eligible but you might as well because there is always the miracle chance that somebody else puts in a higher bid. Though the "Top-Up" section of the tender agreement might make things complicated.
Maybe we wouldn't have to go through all of this if Walbert would have kept a better eye on what was going on in his own house, but instead he was too busy at Horizon trying to moosh together a tylenol and an advil and calling it a new drug. While he was away, his biggest ally was trying to manipulate the stock with phony sales that were really just unnecessary transfers. And in the fourth quarter of 2008, Palo Alto showed that they sold a hundred some odd thousand shares which was another attempt by them to give the appearance that they were selling.
Oh and did you know that our beloved Dr. Sherman was a VP of Oncology at Takeda prior to joining IDM. So did Takeda have an inside guy?
Look I'm sure this is all just conspiracy fluff and that IDM really did have their backs to the wall because of financing but the Palo Alto manipulation is just outrageous and the takeover price is insane even by Palo Alto's assesment. Hell, Palo Alto was buying shares for as much as 2.53 as recently as March 27, 2009. And then they agree to a takeover premium that is 11 cents higher then this purchase?? So either their assesment of the companies potential was way off or something else is at play.
I would have rather that they sold Takeda all of the rights to Europe for 20-30 million and then pursued an FDA ammendment. The new FDA looks to be much more friendly. Hell, I would have rather they raised money in a dillution and then hired a new CEO and try to sell the stuff on their own. There are only 1200 potential patients a year and you certainly don't need a Super Bowl ad to reach out to all of them.
Maybe Bow is right and this 2.64 price is just the floor but it does seem like it will be hard to get out of the tender agreement. Though it is very weird that the stock is now 2.62 bid and even trading a little at 2.63. So either Takeda is trying to get shares a few cents cheaper or somebody is taking a flyer on a better offer coming.
Thanks for listening to my venting and good luck to you all.
I was wondering that myself. So far, I have not sold any of my holdings.
Gentlemen
I spoke with Mr. Levi also.I told him I had reservations about joining if I had to maintain my position until its over to see the benefits.He said no problem.In a nutshell I told him I believed the company had far greater value than $2.64 in its drug pipeline.The fact that P.A. took this deal suggests the company was in much worse shape and this was the only deal possible.I would have been happier with stock instead of this.I also told Mr. Levi I thought the price manipulation had gone on a long time as was the professional bashing on Yahoo.He said they would look at an independant evaluation of fair value.I think we were not paid fair value but we don't know all the facts.I asked him if he was successful who pays? The company has no money.There was a lot of promise here and someone else will profit from it.I think the company was keeping their true situation very quiet.
dwhtex
I already sold about 25% of my shares, but I did fill out the forms with Levi for the total amount that I had held. I only had about 20,000 shares, so I am a small player here and needed some cash to play with. I hope they will accept the fact that a lot of people have already exited this position because they thought they read the writing on the wall. Do you all recommened holding? Thanks.
Folks,
I just read the complaint. Although I do have an obvious bias, it sure appears to me that we have a strong case against IDM Pharma and Takeda. Also note that there are two law firms on the plaintiff side.
I am a bit concerned that being a plaintiff in this case locks up my shares, I think our chances are good at winning this. $2.64 is NOT a fair price, and we all know it!
I also believe that one or more of the b*shers over on the Yahoo IDMI board are complicit in an apparent fraud and I hope that the law firms behind this suit will ferret out the names and who was paying those guys.
You want to talk about Shady? Look at the recent SEC filing and you'll see that the 540K shares that Palo Alto sold back on April 1st was just a sale to another one of their funds and NOT a decrease in their overall holdings of IDM. They had to know that the mere appearance that they were selling would negatively affect the stock. It's almost like they wanted to keep the stock low so that they could buy cheaper shares in a dillution scenario. Shady as hell in my opinion.
Downside to selling: "...you must mintain ownership in IDM Pharma shares throughout the litigation."
- from retainer agreement of Levi and Korsinsky
I just got finished talking with him. I did alert him to one issue that he felt, if true, would be quite inculpatory. But, you are right - no guarantees. If litigation is successful (usually a long shot), it could take more than three or four years before any remuneration occurs.
There doesn't appear to be any liability by signing on... who knows, perhaps in the long run there will a payoff.
Spoke with Joe Levi and it sounds like they will perform a fairly basic investigation. Talk to the investment house, look at BOD meeting notes, look for any conflicts of interest, look through supporting financial documentation....etc. A number of outcomes are possible and it sounds like they go into these things with a fairly open mind. Meaning they may find grounds to pursue the issue further or they may walk away saying the company did the best they could. If you sign up on their web-site you will have to sign a one page document and show proof of ownership to be included. No down side in joining the class, but unless they find a smoking gun, the upside is most likely not there either.(IMHO)
http://www.horizontherapeutics.com/wt/page/horizon_investors
hey meix I dont see them on there...I dont know why I thought they were on there...do any of these funds have ties to PA? anyone??
No. Before you sign on the website, read the "preliminary" contract. This will be a class action suit, where the law firm will absorb the costs of litigation (pretty standard in plaintiff lawsuits). If the suit is successful, Levi at al. will take a % (usually 40% if it goes to trial) as well as subtract the cost of litigation from any award or settlement. If the suit is settle before trial, Levi et al.'s take will likely be 30%
I believe that you risk nothing by signing on. You will likely receive a formal contract after you do sign on their website - which you should read carefully and have your attorney check out. Since I have incurred a huge loss if this deal goes through, there is no question in my mind what I am doing.
I wonder who altered Levi et al. that there were grounds for a lawsuit?
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