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Gardant Pharmaceuticals, Inc. GRDP To be aquired
Gardant Pharmaceuticals today announced it has signed an agreement
to be acquired by Switch Pharma Ltd. Shares of Switch Pharma Ltd., which is
currently in the process of going public in London, will be issued to acquire
Gardant Pharmaceuticals. Pursuant to the agreement, the Switch Pharma Ltd.
shares issued in the transaction must be trading for at least $1.38 per share
when the shares of Switch Pharma Ltd. commence trading publicly in London.
Shareholders of Gardant will receive one share of Switch Pharma for every
Gardant share owned. The transaction is expected to close on September 30th
subject to requisite approvals.
Switch Pharma is a company that is focused on the development and
commercialization of proprietary, innovative and differentiated therapeutic drug
products. The Company's core strategy is to focus on the uses of different
applications for known drugs. The Company's management believes that this method
allows Switch Pharma to be selective about the drugs it develops and gives the
Company the advantage of already knowing the safety and toxicology profiles of
known drugs before identifying new indications, thereby saving considerable
expense and time. The existing therapeutic drugs have typically been marketed
for a number of years, have established safety profiles and can be developed for
new clinical indications. Utilizing this development focus, the Company seeks to
reduce the risk, time and cost of new product development as compared to the
development of new chemical entities. Gardant Pharmaceuticals was attractive to
Switch Pharma because of its risk balanced portfolio and the fact that the
majority of the portfolio now consists of oncology-focused compounds, as
oncology applications and therapeutics are the intended focus of Switch Pharma
going forward. Of the eight re-purposed therapeutic products that Switch
currently is seeking to develop, two are for the oncology marketplace.
Gardant Pharmaceuticals previously announced the spin-off to its shareholders of
record on July 31, 2006 of its shares of Genaderm, Inc., Avantogen Oncology,
Inc. (f/k/a Innovate Oncology, Inc.), and Amilar Pharmaceuticals Inc. Those
spin-offs will proceed as planned, subject to receipt of requisite approvals.
Gardant previously announced the spin-off of its shares of Accura Pharma PLC to
shareholders of record as of April 21, 2006. Gardant has been advised that
Accura Pharma PLC anticipates that its common shares will commence trading in
London during the week of September 12, 2006.
About Gardant Pharmaceuticals, Inc.
Gardant Pharmaceuticals, Inc., after spinning-off certain subsidiaries, is
focused on developing a portfolio of compounds which have an emphasis on
treating cancer. The Company is focused on developing and commercializing novel
pharmaceutical compounds in an efficient, cost-effective way. Gardant seeks to
use its academic, industry and capital market relationships to expedite drug
development and raise capital to create and fund compounds. Gardant's strategy
relies on its development network for research, clinical development and project
management to guide early-stage compounds from the discovery process through to
Phase II/III development where incremental value can be created.
Gardant Pharmaceuticals, Inc. Safe Harbor Statement
Certain statements contained herein are "forward-looking" statements (as such
term is defined in the Private Securities Litigation Reform Act of 1995).
Because these statements include risks and uncertainties, actual results may
differ materially from those expressed or implied by such forward-looking
statements. Specifically, factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements
include, but are not limited to: the ability of Gardant to finance its
activities on commercially acceptable terms, in timely fashion, or at all; risks
associated with pre-clinical and clinical developments in the biopharmaceutical
industry in general and in Gardant's compounds under development in particular;
the potential failure of Gardant's compounds under development to prove safe and
effective for treatment of disease; uncertainties inherent in the early stage of
Gardant's compounds under development; failure to successfully implement or
complete clinical trials; failure to receive marketing clearance from regulatory
agencies for our compounds under development; acquisitions, divestitures,
mergers, licenses or strategic initiatives that change Gardant's business,
structure or projections; the development of competing products; uncertainties
related to Gardant's dependence on third parties and partners; and those risks
described in the filings with the SEC, all of which are under Gardant's prior
name as Mobile Design Concepts, Inc. Gardant disclaims any obligation to update
these forward-looking statements.
bud please IM me I cant send a private IM but can receive
I will keep it all quiet.
tallrob I was the first one on the boards to talk to Mr. Harris about the $15 deal. I was bashed on many boards for bringing what he told to the boards. So stop with this poster has no history crap.
You are welcome to your have your own opinion. But my post was not addressed to you but Mr. Harris
Mr. Harris being on a public message board if he is not careful could raise the eyebrows of the SEC jeapordizing our investment.
If he wants to deal with the bashers he can make them cry with a 10K and price reset of $15
Mr. Harris please speak to shareholders via PR's not these boards
Honestly you make alot of shareholders nervous by coming on here and sparring with the bashers.
I realize they are low lifes and deserve to be whipped. But you are playing their game by coming on the board. Please just execute what you put in the 8k and the PR's and they will feel plenty of pain.
Bid now at 1.08
We should have never gone this low. The chase will be on this morning to buy shares.
Every board people talking about buying more.
I bet we see a sea of green today. Should bounce hard as we all know MM's manipulated this down. They punished those who went into panic mode.
Nothing has changed we are still looking for filings very soon, new ticker, new price and I bet big news to back it all up.
Rufus explained it in paltalk and I am completly satisfied.
This is just standard procedure on a reverse merge
Bottom line your shares via your broker will be tradeable when paperwork is done 10k, sb2.
Yes I agree
Cert Exchange: Rufus I believe was talking about any CVSU holders exchanging thier certs into FHAL certs or if the $15 deal was taken would have to excahnge certs.
Later he specifically said was waiting on Nasdaq to give them CUSIP number and and expected this would be done within the week.. Could come at anytime and the price would be reset etc..
Rufus just said do not have to wait 90 days on the interview.
This could happen anyday. Just waiting for Nasdaq but expect within the week.
Market got spooked by a misunderstanding
Thanks JJ got your reply eom
JJ should we expect much from the 10k?
I may be wrong but I thought the 10k was an FHAL 10k as opposed to a CVSU. If it just last quarters FHAL stuff may not contain much. I ask the question because if some people have an expectations of the 10k containing big assets and it just contains FHAL to finish out reporting old company business some may panic. Of course if that is the case it would be unwise to panic. Either way 10K filing will be positive because opens up way for SB2 filing which is what we really want to get done to get that price reset.
Anyway question is do you expect CVSU assets to be in this 10K?
Good grief guys nothing has changed
We have an 8k with all the details. We have a two hour interview with the CEO. We have a whole lot of great information.
Don't give into to the mind games. The MM's and some on this board will play
Back up we go eom
If the company has bought the float Can you say squeeze.
Do not under estimate the power of a short squeeze. A short squeeze is the most feared event on Wall Street. Nothing can move a stock to dizzying levels.
If shorts are not able to cover pre $15 reset. The short squeeze after $15 could drive this up to prices never expected.
Take a look at this short squeeze story
By Christopher Byron
New York Post
October 18, 2004
Penny stocks have come in for some much-warranted scolding in this space recently. Yet every once in a while a company with an authentic business plan and a workable strategy for executing it escapes from the land of the penny stock undead and into the more civilized environs of a listing on Nasdaq itself or even one of the Exchanges.
This week we look at one such stock — New York-based Travelzoo.com, Inc. - which began life on the swindle-soaked Over The Counter Bulletin Board only to wind up one of the hottest stocks of the year on the Nasdaq National Market quotation service, with an astonishing 1,612% gain over the past twelve months to a recent high of $76.58 per share.
For reasons that we'll get into in more detail shortly, Travelzoo's stock has lately begun to weaken, closing down last Friday at $61.74 per share. Yet that's probably not a matter of great concern to Travelzoo's somewhat dweebish-looking founder, chairman and CEO, one Ralph Bartel, who owns 87% of the company's stock and effectively suckered short-sellers attacking his company into one of the cleverest short-squeeze traps on record.
In the process, Travelzoo's stock took off for the moon, enabling Bartel to raise $30 million in cash through a deeply-discounted private placement of its shares last month with a group of hedge funds, while Bartel himself emerged as New York's newest stock market billionaire.
Travelzoo was created in the spring of 1998 by a young fellow named Ralph Bartel, who had earned a doctorate in journalism and the media from a university in Germany and had been working as a management assistant at the Grunner und Jahr publishing house.
It was at that point that he hit upon an idea for an internet-based travel business that in retrospect looks both obvious and brilliant: start a Web site containing nothing but advertisements for the one thing every traveler wants to know — namely, what's the cheapest flight (or car rental, or hotel room, or package tour, or you name it) to anywhere.
Travelzoo began operations as a private company, based in the Bahamas, then moved to California and registered as a public company with the Securities and Exchange Commission, at which point it began trading, sporadically on the OTC Bulletin Board.
Meanwhile, with the bulk of the stock in the hands of Bartel, the company extended an intriguing and attention-getting offer to the public: anyone who wanted to register as a visitior to the Travelzoo Web site could receive, free of charge, shares in the company.
This led to the issuance of roughly 5.2 million such shares, reducing Bartel's stake accordingly. But this was followed in 2002 by the merger of the company into a new, Delaware incorporated entity. And since fine print in the original offering of free stock to the public required recipients to certify that they 18 years of age and were U.S. or Canadian residents — something that few recipients bothered to do — Bartel had the right to cancel their shares after two years had passed.
By the spring of this year, Travelzoo had moved to New York and begun to gain traction as a real business. Subscribers to the website had nearly doubled from 2002 to 6.1 million, while revenues — nearly all of which was coming from travel industry advertisers promoting their deals — had likewise nearly doubled, to just under $18 million, putting $2 million on the bottom line as profit.
In reaction, the stock began to move from less than $5 per share at the start of the year to $10 by the start of spring.
Thinking perhaps that it was rising too fast, short-sellers began to circle. And when they did Bartel sprang his trap, announcing that of the roughly 19 million shares outstanding, more than four million were being cancelled because the recipients had never bothered to certify their ages and countries of residence.
This automatically reduced the public float by 80%, lifting Bartel's control back to more than 87%, while causing suddenly anxious short-sellers to begin chasing the stock that still remained public in order to close out their positions, which of course simply caused the stock's rise to accelerate.
It was the start of a classic short squeeze, and it is only now beginning to unwind as one short-seller after the next gets carried out, feet-first, reducing demand for the shares accordingly.
There were no laws broken in any of this. No trickily-worded press releases were sent out by anyone. The only thing that happened was that a group of clever professionals got over-confident in what they were up to, and began shorting a stock without ever bothering to read the fine print that had been attached to it.
But this is the penny stock market, where even the pros can get hosed — and all on the up-and-up. So imagine the chances an investor enjoys when he's up against opponents, unlike young Herr Bartel, who are unburdened with scruples of any sort
Digi in the interview with Rufus
He spoke of 17 companies that would go public and holders of FHAL/CVSU merged would get dividends in each company as that happens. Looks like they plan on making this a stock people will want to hold even at higher prices.
I agree something big is afoot
Mingus you fail to understand the company bought most of the float thru a trust according to Rufus. So they did not give away half of the company.
Guess what this deal is happening it is in an offical sec 8k filing.
Bashers can bash all day long but it is futile. According to that 8k and Mr. Harris this will happen.
I bet we get an EOD run
The real fireworks start next week and everyone knows it. Shorts better do some covering and buyers will want a position going into next week.
The interview was great imo
Rufus answered everything very well. My confidence level went way up after listening.
He put a link up to the 8k and went line by line through the meaning of the of paragraph 2.6.
It really helped.
Thanks Mr. Harris
Here we go up
I bet we close higher today. This open was good to clean out any sellers. Now we are free to move
ARCA is an ECN that alot of daytraders use. Looks to me like they are just unwinding their positions for the day
We needed a little pullback.
Now run can resume. Here we go. Gotta love our chances of busting $2 today
Nite needs to be reported. eom
FHAL:::::Posted by: Jmoove
In reply to: None
Date:7/19/2006 4:55:53 PM
Post #of 4219
Here is a good explanation of the PR I think, been doing securities work for a while and this is how i understand it.
Each shareholder of CVSU will receive one share of FHAL.
"Upon the S-4 registration of the CVSU shares received through the merger
agreement, the company will have 3 options at hand."
The statement above breaks down to this;
CVSU current shareholders(CVSU old) will get FHAL shares, then upon the filing of the S-4 which registers the new shares and effects the symbol change. Then All FHAL shareholders (CVSU old shareholders included) become shareholders of the new symbol CVSU which then will be traded at $15. The option for the $15 applies to the new symbol CVSU which includes us as FHAL shareholders.
If the option only applied to current CVSU shareholders then the "options" 1-3 would be in effect now for them. Since the option take place after the S-4 which registers the 111 million shares now in the o/s, current FHAL shareholders are included as participants in the options.
The key to the PR is that CVSU shareholders turn into FHAL shareholders who all turn into CVSU (new symbol) shareholders.
bud you spoke to a etrade broker lol
Those guys do not know anything. They are order takers. On etrade issues half the time they give you a different answer depending on who you speak with.
As for your broker reading over the PR. Brokers are not much different than the rest of us. They are simply giving you their interpretation of things.
How about this have your broker call Rufus. The he will understand.
FHAL and CVSU shares are equal in the deal
Understand the company is willing to pay $15 per share. CVSU and FHAL will become one and worth the same price. The company believes those shares are worth a minimum of $15 per share. According to other phone calls they are now buying as much as possible at lower prices but will pay up to $15 to shareholders.
Even if you don't understand the the paragraph in the 8k. Understand the company is willing to buy shares at $15. even if you think it is only CVSU holders getting the deal which is not the case. Both FHAL and CVSU holders get the deal after the merge and all shares are the same. But even if you thought otherwise think about the fact the company will be willing to buy shares at the price. What does that say? All shares are equal so what does that say? Says all shares will have same value.
Exactly JJ.
The order of events must be understood to understand what is taking place. Also some people struggle with the concept of a reverse merger so they get lost in how it works. If you understand concept of a reverse merge and the order of events makes perfect sense
We are about to make some $$$$$$$$
Both FHAL and CVSU can get the $15
The PR is clear imo
You have to read it options 1, 2, and 3 from the perspective of merger being finished at the time the options will be exercised. CVSU is is the surving holding company and option #2 talks about "each shareholder". These options will available to all shareholders in the new merged company. It speaks of each shareholder in newly merged company. This is what Rufus has been trying to explain on the phone. It all makes sense now,
"The merger agreement filed in the form of an 8-K with the Security Exchange Commission (SEC).
The share conversion upon the 10KSB filing (Audited Financial) will be a 1 for 1 ration. Each shareholder of CVSU will receive one share of FHAL.
Upon the S-4 registration of the CVSU shares received through the merger agreement, the company will have 3 options at hand.
1.) If the Market Closing Price on the Completion date exceeds $15.00 (Fifteen) USD the Surviving Holdings Corporation (OTC Bulletin Board: CVSU - News) may option to maintain that days Market Closing Price.
2.) To pay each shareholder that options out an amount in cash equal to $15.00 minus the Actual Average Closing Price.
3.) Set the Average Closing Price at $15.00 and pays no additional consideration to any shareholders."
Wow lots of MM's coming in now
Watch how they are stacking the bid
I think it is about to break up again eom
Exactly sceptor that is an option in the 8K if it is not at $15 per share.
No bud70 you keep your FHAL shares as is. It is 1 for 1 in new company. According to Rufus you have the option to keep your shares or the company will buy them for $15. So in your scenario if it was at $1 you could opt for the $15 cash. But I have a feeling it will not be at $1. According to Rufus the company is buying shares now. I bet they buy everything in sight up to $15. Will be much cheaper for them to buy even at $7 on open market than pay us $15 each.
bud750 yes it has been asked
The answer is no reverse before or after merge according to company. If you buy a share of this you will still have a share with no restrictions after merge just like you have now.
According to others that have spoken with Rufus they are buying back as many shares as they can before the merge.
I did to!
cuttinrog me either
I did not move. Did not eat or even go relieve myself all day lol. Action was just to intense. Have a feeling this is the way it be for the next weeks. Which is great by me.
Repost:Think about this per JJ's conversation
CVSU holders were upset this was not going to priced at $34 per share. According the JJ's conversation with Rufus they priced at $15 becuase would entail less scrutiny from regulatory authorities. My take on that is they wanted to be way under the line as opposed to close to it with their assets. In other words go in at half of what your worth to make sure no one questions the valuation.
Now my point is this I would think if $15 upset CVSU holders the company would feel confident that a $15 share price can be supported. It would be make alot of CVSU shreholders very upset if it opened at $15 and tanked. So how could they support it. One would be a buyback now. Take as many shares out of the float as possible. If they are doing a buyback would make sense Rufus was worried would not have enough shares trading at $15 for Nasdaq listing (there is a volume requirement for Nasdaq listing). They "may" be taking so many shares out on buyback that it lowers the liquidity. Another have Mm's lined up to support the stock and be willing to buyback any sells at $15. Another would be to release blockbuster valuation PR's etc.. Could be any of these or a combination that could hold price.
I just don't think they would plan on this tanking when the everything is said and done.
What a rush
These opportunities don't come around to often.
Just a great great day. Looks like many more to come. I refuse to let these shares go to early. The best thing about it is the whole deal is supposed to be finished around the end of the month.
Think about this per JJ's conversation
CVSU holders were upset this was not going to priced at $34 per share. According the JJ's conversation with Rufus they priced at $15 becuase would entail less scrutiny from regulatory authorities. My take on that is they wanted to be way under the line as opposed to close to it with their assets. In other words go in at half of what your worth to make sure no one questions the valuation.
Now my point is this I would think if $15 upset CVSU holders the company would feel confident that a $15 share price can be supported. It would be make alot of CVSU shreholders very upset if it opened at $15 and tanked. So how could they support it. One would be a buyback now. Take as many shares out of the float as possible. If they are doing a buyback would make sense Rufus was worried would not have enough shares trading at $15 for Nasdaq listing (there is a volume requirement for Nasdaq listing). They "may" be taking so many shares out on buyback that it lowers the liquidity. Another have Mm's lined up to support the stock and be willing to buyback any sells at $15. Another would be to release blockbuster valuation PR's etc.. Could be any of these or a combination that could hold price.
I just don't think they would plan on this tanking when the everything is said and done.
You will not always see a pattern when a company is buying back shares. There are lots of ways shares can be bought back at different intervals, different amounts, different prices etc...
The way the float dried up yesterday makes me wonder if they are not buying back shares.