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Hi Lewis and thanks for the correct math!
1 BOD vote = 1 vote. Right you are.
But ask Kirk Kerkorian about the weight of votes. And a 20% vote by LFB is a weighty vote.
And whose interest might be represented by that 20%?
Permit me to return to French translation which I enjoy but readily invite any on this esteemed board to correct the mistakes I make:
L’ordonnance a prévu qu’à la date de sa création, le capital social du LFB sera détenu en totalité par l’État. Par la suite, il devra être détenu majoritairement par l’État ou ses établissements publics.
"The Law provides that, from inception, the social capital (read IP) of LFB will be held in totality by the State. Afterwards, it will be majority held by the State or its agencies."
Sounds to me like we have the French government as a 20% partner at every BOD (and budget committee and every other including patent issue committee meeting). Pass the Veuve Cliquot, camembert and croissants on Limoges plates!
As much as my wife and I love Paris and the French, I don't think we want them as business partners: Yes? no? Oui ou non?
Moi, je pense non... Et vous? Ques'ce que vous pensez?
Whereas the Dutch (LEO) merely wanted a business arrangement. I always liked the Dutch. I wonder how they feel about this sell-out to their traditional enemy to the south. Hey: Soros moved to the Hague (or Amsterdam was it?) so he is Dutch now. Bet he doesn't like this much, either...
Good fortune to all!
Correct you are!
Maybe I overestimate the weight of a 20% vote by the major business partner who has the further right to decide on what constitutes cost-sharing for new (if any) projects.
But maybe not.
As a longstanding shareholder with my own and family interests and hence (more than merely coincidentally due to empathy) the interests of all longstanding shareholders on this board in mind, wheresoever they may reside, I'd prefer NOT to be at the mercy of this new 20%.
Kinda like an elephant in your swimming pool: bit out of place, no?
Forgive the silly analogy, but I like imagery...
May we all be blest my good fortune!
Thanks for your courteous and helpful comments!
And, yes, the europeans have been buying the stock. I vaguely remember some posts on the Yahoo board from a Dutch (he said he was Dutch or at least asked forgiveness for his imperfect English, being Dutch) poster about the stock price reaction to the EMEA reversal (remarkable as it was). I daresay the Netherlanders are more interested in this revolutionary technology than are we Americans -- to our discredit. Hey! Soros moved his entire operation to the Hague (or was it Amsterdam?) and he is apparently a buyer -- no dummy he!
So: more power to the brightest and best wherever they may reside and may they individually support GTCB to the fullest of their abilities -- on the same standing as you and I: as common shareholders, not members of the BOD. Else watch out...
Happiness and fortune to all!
Re Leo deal -- Right on!
That's good all around.
For one thing (forgive me you francophiles out there) a commecially oriented, privately owned Dutch partner which did not (bless their hearts) demand 20% of the equity, a presence on the BOD and consequent veto power, is much preferable to a French government-owned agency that did demand all of the above.
Plus the French get to look at, invade, and maybe take the IP. The Dutch made no such claim.
I rest my case.
Good luck, health and fortune to all!
PoisonPill was brought up by me 5yrs ago
At least 5 yrs ago (more sadly come to think of it) I emailed Tom Newberry at his old @genzyme email address on this topic.
And I brought up the issue of patent protection expiry (under another name on the inferior yahoo board). Sandy Lehrman was in charge, as old-timers (like the charming and eternally patient Dr Dutton) will remember.
The answers were satisfactory re poison pill. Latest 2006 moves to reassert and extend patent rights tell me that at least GTCB legal counsel is on the ball: Patents have been extended in scope and time, thus protecting the Intellectal Property (IP) of the company -- nice work by the legal team!
You guys and gals earned your fee!
But selling 20% of the company to foreign interests breaches the patent wall. And for nothing!
That is, a 20% owner has rights to all the patents -- to the extent of 20%. But what is 20% of an embryonic goat? And which goat? And this to be decided in Paris?
Such a criminal shame...
All good friends on this board, please consider these words.
Good fortune to all!
Here's a Lawsuit in progress. Why not us?
I daresay we have many of the same points to bring to bear.
Post PS: DEW -- please don't attack me personally for bringing this up. I wish to have a cordial, maximally productive intellectual exchange with all the (excellent!) members of this board with malice toward none.
Further preamble: The essence of the case below is insider dealing to the exclusion of existing shareholders, lest the casual reader miss the point...
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Shareholders sue Harrah's in wake of buy-out offer
Tue Oct 10, 2006 2:49 PM ET LOS ANGELES (Reuters) - Two shareholders of Harrah's Entertainment Inc. <HET.N> have sued the company, its board and its proposed buyers, alleging that a $15.1 billion takeover offer is an "apparent camouflaged management buyout."
Private equity firms Texas Pacific Group and Apollo Management have offered to buy Las Vegas-based Harrah's for $81 a share, a price called "inadequate" by shareholders Henoch Kaiman and Joseph Weiss.
The proposed class-action lawsuit filed last Thursday in Delaware Chancery Court says the offer was timed to take advantage of a recent slump in the share price of Harrah's.
The filing also says Harrah's Chief Executive Gary Loveman "expects to be part of an eventual deal, but took careful steps not to make the negotiations appear like the typical management buyout."
The suit seeks to stop the proposed buyout and conduct "a fair process" for selling shares of Harrah's, the world's largest casino operator.
Harrah's said last Monday that its non-management directors were reviewing the $81-per-share bid. The stock was down 18 cents at $76.23 Tuesday on the New York Stock Exchange.
Officials at Harrah's and Apollo Management could not be immediately reached for comment, while a spokesman for Texas Pacific declined to comment.
This is a deeply disturbing reply from DEW
The fact that I am THINKING of something does not make me a criminal (on this board or anywhere else) because thought is deeply protected in the American (indeed Western) moral system.
And your ad hominen response is a bit strident -- suggesting the points I raise hit a nerve. How interesting!
When I was in school, my english teacher taught me never to use the word "you" is essays. Why? because it made the whole thing personal.
May I modestly suggest we accept the same gentlemanly rules of engagemant here?
With cordial best regard to all the good people on this board,
Tino232
PS: the British Parliament does the same thing: namely adversarial comments are addressed to the Speaker of the House,
not the speaker of the words who in any case stands 15ft away over the woolsack out of sword swipe range.
PPS: the right of a shareholder to sue a company is absolute, inviolate and unending. That is the right of an owner in any/all cases. That you abrogate my right is hugely beyond your power as master of ceremonies on this board beause I do not give you this power.
PPPS: Let us return to civility...
Hi folks! How's your French?
Mine is pretty good (it was my first language, having been born in Switzerland). Here's from the LFB website. Looks like a quasi-governmental agency (100% state owned now, never to be less than majority - implying future public offering of 49%) authorised in July 2005. Their assignment is to replace human blood plasma products with something else. Lots'a talk about blood (sang), little about animals. Strikes me offhand that their partnership deal with GTCB exceeds their mandate, on the face of it. Or at least will require French government approval, which they may already have. If so: WHY? Answer: the French want the Intellectual Property or access thereto. Further WHY? To steal it. Sovreign immunity goes a long way in the law.
And any case, who wants a sanctimonious French government controlled agency as a strategic partner with 19.9% veto power? If there is a patent dispute (rabbits, remember, versus goats, and are we gonna win in Paris? No way!)
So I'm with BK big time -- VOTE NO!
Laboratoire français du fractionnement et des biotechnologies
Le ministre de la Santé et des Solidarités a présenté un projet de loi ratifiant l’ordonnance du 28 juillet 2005 transformant le groupement d’intérêt public dénommé " Laboratoire français du fractionnement et des biotechnologies " en société anonyme et modifiant le code de la santé publique.
Cette ordonnance, prise sur le fondement de loi du 9 décembre 2004 de simplification du droit, a prévu de transformer le groupement d’intérêt public dénommé " Laboratoire français du fractionnement et des biotechnologies " (LFB) en société anonyme dont le capital sera majoritairement détenu par l’État.
Ce laboratoire détient un droit exclusif de production des médicaments dérivés du sang à partir du plasma collecté par l’Établissement français du sang. Sa mission ne se limite pas au fractionnement du plasma : il doit approvisionner le marché français en médicaments dérivés du sang et développer une politique dans le domaine des maladies orphelines. Il est également chargé de développer des produits de biotechnologie qui pourront, à terme, remplacer les médicaments plasmatiques.
L’ordonnance a prévu qu’à la date de sa création, le capital social du LFB sera détenu en totalité par l’État. Par la suite, il devra être détenu majoritairement par l’État ou ses établissements publics. Une filiale du LFB conservera l’exclusivité de la production des médicaments dérivés du sang à partir du plasma recueilli en France.
L’ordonnance a précisé que les collecteurs de sang sont exclus du capital de la société anonyme LFB afin d’éviter la création d’une filière verticale, de la collecte de sang à la distribution de médicaments dérivés du sang au sein d’un groupe unique. Par ailleurs, les associations de donneurs de sang seront représentées au sein du conseil d’administration de la société.
OK we won't have to sue. Soros will.
Won't he? Bless his little heart...
Anyhow: I like your tough attitude! I want you on the BOD, not DEW (no disrespect to our esteemed leader).
Good fortune to all!
BK -- Absolutely right!
Management loves the science and issues shares as currency to fund the (rightly) world-changing science.
So existing shareholder interest is of no significance to management. Quite the contrary: the capital markets are seen as a piggy bank to fund the science via new share issuance if as and when the slightest need arises.
Perhaps because they are out to save the world and win the Nobel prize. More power to them but not at my expense, please...
Good fortune to all!
Have you considered a lawsuit?
Here in silicon valley, shareholder-friendly lawyers abound. Do we have a case?
Here's what comes to mind: Unwarranted dilution to the detriment of exisiting shareholder interest and in violation of the implied covenants under which the existing float was issued. Dereliction of duty to shareholders by failure to offer new shares to the existing shareholders first. Double-dealing and self-interest via sweetheart private placement deals that cut-out existing shareholders. Sale of a controling interest in the company and nationally-important intellectual property to a foreign controlled entity. Abrogation of the poison-pill terms of the shareholder covenant via, in effect, giving away the future benefits of the IP for a modest curent cash payment.
That's just a start in 30 sec of mental effort...
A letter of complaint by each and all of us to the SEC would be in order, no? Or would that be too much?
Good fortune to all!
Well said! We must all vote NO!
Absolutely agree. We shareholders must act proactively.
And I (and my family) will vote no accordingly. But we don't matter. What will Soros et al. do?
And: do we really want a French government agency (with a likely geopolitical humanitarian, but not American capitalist shareholder friendly -- quite the contrary!) outlook in a position of control -- or at least veto? I'd much rather have JNJ as a partner... (19.9% is enough for a veto).
Good fortune to all!
Thanks for setting my mind more at rest
I was worried that, once again, apparently, management sees shareholder equity as a piggy bank to be invaded via selling more shares whenever the science they (rightly) love demands more financial resources. Undoubtedly, the science is to the enormous benefit of mankind and deserves to be advanced by whatever means possible.
I know one cannot comment on the (unknowable) mind of management, so no reply is asked for.
All we benighted shareholders can do is hope that a shareholder-friendly management will properly raise and deploy capital to the ultimate benefit of the shareholders -- which can be said for any business entity one might want to invest in.
Therefore, let me humbly ask one question to all: Do we have any evidence after all these years that a shareholder-friendly management at GTC is properly raising and deploying capital to the ultimate benefit of the shareholders?
Good fortune to us all!
A poster on the Yahoo board who said it better than I (preposterous li'l ol' me) could: (care to rebut?)
The French proposal results in 20% ownership for them; they are paying $1.23 per share. If this deal goes through, you will own 80% of what you had last week and the share price will remain the same. I guess that the management must have consulted their major shareholders (Genzyme, Soros, etc.) about this deal and got the green light. The retail owners are definitely getting screwed. The share price will not go up from here (except for fleeting blips on exciting news) because two more tranchets will go to the French for 1.23 between now and January. The good news is that the price will not go down either, unless there is some company/science setback, which is always a possible risk.
The deal also involves a lOAN of $5M. IN SIX YEARS, the loan will get rolled into a further stock dilution should the share price double by then. To me, this means a small chance that it will, but in either case the French either get their cash (plus 2% per year interest) back or the stock.
By the end of this deal, there will be about 90 million shares outstanding. Do the math - If sometime in the future, there is 100M in sales for the GTCB portfolio of drugs, and their margin is 15%, that would equal a gross income of 15M (16 cents per share) and that is before subtracting operational costs (which is about 15M). Most of their products are far far away from clinical sales. It is also clear that there will be more and more dilution, as the managers raise cash to guarantee their own salaries and those of their employees.
It is not only the goats that are getting milked, it is also the naive retail investor who invested in this great science one, two, five or more years ago. Yes, the science is great, but the small guy is paying for it and will never recoup the principal investment.
In the end, the French will probably buy the company for a song, plus a few golden exec parachutes (could that be why part of their deal is board membership). And you will still get screwed. Welcome to big business capitalism.
VOTE NO FOR THIS DEAL! They should make deals based on milestone payments and profit sharing without giving away the store! JMHO.
Caps price at $1.23 for 5yrs, no?
More dilution! Seems like shareholder interest comes last at GTCB, science first. Can we shareholders not fight back? Let's all write a letter to Cox...
Hi Dew and thank you! I came over from the Yahoo board because the quality of the posts here is very much better. So thanks to all!