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Halozyme Announces Global Collaboration and License Agreement with Takeda to Develop and Commercialize Vedolizumab with ENHANZE®
January 08 2026 - 8:00AM
PR Newswire (US)
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Agreement provides Takeda with exclusive access to ENHANZE® drug delivery technology for vedolizumab
SAN DIEGO, Jan. 8, 2026 /PRNewswire/ -- Halozyme Therapeutics, Inc. (Nasdaq: HALO) today announced the Company entered into a global collaboration and exclusive license agreement with Takeda in December 2025. The agreement provides Takeda with access to Halozyme's ENHANZE® drug delivery technology, the leading proprietary recombinant human hyaluronidase PH20 enzyme (rHuPH20), for use with vedolizumab. Vedolizumab is marketed globally as ENTYVIO.
"Our collaboration with Takeda reflects our ongoing commitment to delivering innovative solutions that enhance the patient experience, with the goal of helping patients spend less time managing their therapy and more time living their lives," said Dr. Helen Torley, President and Chief Executive Officer of Halozyme. "Our new collaboration reinforces the broad applicability and value of the ENHANZE technology across multiple therapeutic areas."
"People living with ulcerative colitis and Crohn's disease, as well as their health care providers, need flexible treatment options that match evolving needs and priorities in disease management," said Robert Hollowell, M.D., Head of Global Product and Launch Strategy, GI and Inflammation at Takeda. "Our collaboration is another example of our commitment to the IBD community and leadership in this therapeutic area. It is an exciting opportunity to potentially enable vedolizumab to benefit even more patients around the world, and integrate even more seamlessly into patients' lives."
Under the terms of the agreement, Takeda will make an upfront payment to Halozyme, and potential future development and commercial milestone payments. Halozyme will also be entitled to up to low-mid single digit royalties on sales of products containing vedolizumab in combination with ENHANZE®.
Crohn's disease and ulcerative colitis are the two main forms of inflammatory bowel disease (IBD), characterized by chronic inflammation of the gastrointestinal tract. Both conditions can result in serious complications. It is estimated that more than 10 million people across the globe will be living with IBD within the next decade, reflecting a growing burden of IBD.
Vedolizumab is a biologic therapy approved (under the trade name ENTYVIO) for intravenous (IV) and subcutaneous (SC) administration (approvals vary by market). ENTYVIO is approved for use in adults with moderately to severely active Crohn's disease or ulcerative colitis. Please click for Entyvio Full U.S. Prescribing Information and for SmPC.
We were robbed on CDMO.
I’ve been a HALO investor for several years, but upped my investment a year ago. I don’t have a huge position, but am reasonably confident it will continue to do well. It seems undervalued.
I’m older, not necessarily wiser! Good to “see” you!
2 400K stock trades this morning. V indicates Volume adjustment (price field zero filled
01/02/2026 9:35:37 EST V 67.30 400000 ADF
01/02/2026 9:36:07 EST V 67.30 400000 ADF
I sold all my stocks this morning. Trump has the record for 8 of 10 biggest drops in stock market history. I have no doubt he will improve on that performance. His biggest was -2997 points.
But that won’t do us any good as the sale will have closed.
Good call.
Thanks for the update. Very disappointing.
Thursday we should know if it is approved.
The Special Meeting to vote on the transaction is scheduled for January 30, 2025, and Avid stockholders of record as of December 11, 2024, are eligible to vote at the Special Meeting.
THE SCHALL LAW FIRM INVITES SHAREHOLDERS WITH LOSSES TO JOIN AN INQUIRY INTO AVID BIOSERVICES, INC. FOR SECURITIES FRAUD
LOS ANGELES, CA / ACCESS Newswire / January 26, 2025 / The Schall Law Firm, a national shareholder rights litigation firm, announces that it is investigating claims on behalf of investors in Avid Bioservices, Inc. ("Avid" or "the Company") (NASDAQ:CDMO) for potential breaches of fiduciary duty on the part of its directors and management.
The investigation focuses on determining if the Avid board breached its fiduciary duties to shareholders. The Company announced that it will be acquired by GHO Capital Partners and Ampersand Capital Partners in a $1.1 billion all-cash transaction.
If you are a shareholder, click here to participate.
We also encourage you to contact Brian Schall of the Schall Law Firm, 2049 Century Park East, Suite 2460, Los Angeles, CA 90067, at 310-301-3335, to discuss your rights free of charge. You can also reach us through the firm's website at www.schallfirm.com, or by email at bschall@schallfirm.com.
The Schall Law Firm represents investors around the world and specializes in securities class action lawsuits and shareholder rights litigation.
This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and rules of ethics.
CONTACT:
The Schall Law Firm
Brian Schall, Esq.
310-301-3335
info@schallfirm.com
www.schallfirm.com
SOURCE: The Schall Law Firm
View the original press release on ACCESS Newsw
Institutional ownership I jumped from 124.3% to:
Institutional Shares (Long) 81,254,317 - 127.03% (ex 13D/G) - change of 9.15MM shares 13.01% MRQ
Totally agree Corp Alagarn. I’m perplexed none of the 4 law firms supposedly investigating this have made no public comments yet. Surely there is some smoke there.
I got one too.
Shareholders of record as of 12/11/24.
Form DEFA14A filed
https://ir.avidbio.com/node/21216/html
Institutional ownership had been 122.45% but jumped yesterday to:
Institutional Shares (Long) 79,498,386 - 124.29% (ex 13D/G)
Even more shorting?
So true. I still can’t believe that none of the 4 law firms have filed anything to stop this travesty.
I also voted no, not that it matters. I’m sure they have it wrapped up. I’d like to know if any of the 4 law firms are pursuing this. Anyone know?
Dream on.
Avid Bioservices Recommends Stockholders Vote FOR Value Maximizing Transaction
December 18, 2024 at 4:35 PM EST
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Files Definitive Proxy Statement and Mails Letter to Stockholders
TUSTIN, Calif., Dec. 18, 2024 (GLOBE NEWSWIRE) -- Avid Bioservices, Inc. (NASDAQ: CDMO) (“Avid” or the “Company”), a dedicated biologics contract development and manufacturing organization (“CDMO”) working to improve patient lives by providing high quality development and manufacturing services to biotechnology and pharmaceutical companies, today announced that it has commenced mailing definitive proxy materials and a letter to stockholders in connection with its pending transaction with GHO Capital Partners LLP (“GHO”) and Ampersand Capital Partners (“Ampersand”).
The Special Meeting to vote on the transaction is scheduled for January 30, 2025, and Avid stockholders of record as of December 11, 2024, are eligible to vote at the Special Meeting.
The letter to stockholders highlights:
How the transaction with GHO and Ampersand delivers significant, immediate and certain cash value to Avid stockholders;
The robust process conducted by the Avid Board of Directors maximizes value for stockholders; and
The transaction de-risks for stockholders Avid’s future as a standalone company.
The full text of the letter follows:
December 18, 2024
Dear Fellow Avid Bioservices Stockholders,
We are reaching out to let you know that you need to take action to realize the full value of your Avid Bioservices investment. Specifically, you need to vote FOR the pending transaction with GHO Capital Partners LLP (“GHO”) and Ampersand Capital Partners (“Ampersand”).
We firmly believe the transaction is in the best interest of all Avid stockholders as it:
Provides significant, immediate and certain cash value to Avid stockholders;
Reflects a robust process conducted by the Board to ensure we are maximizing value; and
De-risks for stockholders Avid’s future as a standalone company.
Our Board of Directors unanimously recommends stockholders to vote “FOR” the transaction today.
Delivering Significant, Immediate and Certain Cash Value to Avid Stockholders
The $12.50 per share all-cash consideration provides a significant premium to Avid stockholders across multiple time periods at a compelling valuation.
$12.50
Per share in cash $1.1 Billion
Enterprise value 13.8%
Premium to Avid’s closing share price of $10.98 on November 6, 2024, the last full trading day prior to the transaction announcement (the “Unaffected Date”)
63.8%
premium to the Company's closing price of $7.63 on June 4, 2024, the last trading day prior to GHO and Ampersand’s June 5 Initial Proposal 21.9%
premium to the Company’s 20-day VWAP ending on the Unaffected Date 24.4%
premium to the Company’s 90-day VWAP ending on the Unaffected Date
50.1%
premium to the Company’s 6-month VWAP ending on the Unaffected Date 207.1%
premium to the Company’s 52-week low ending on the Unaffected Date 6.5x
multiple to management forecasted FY2025E revenue
The Avid Board Conducted a Competitive Process to Maximize Value
By the Numbers
The Avid Board of Directors is committed to maximizing the value for Avid stockholders. That is why the Board conducted a thoughtful, exhaustive and deliberate process that thoroughly tested buyer interest, with support from its legal and financial advisors, after receiving an initial unsolicited offer from GHO and Ampersand to acquire the Company for $10.50 per share in cash.
As detailed in our proxy, our Board and management team know our industry and the players in it well, having previously explored other potential strategic transactions and conducted diligence as part of those efforts. We did not proceed with those potential alternatives as our Board did not believe they created the most value for stockholders.
When GHO and Ampersand made initial offers to acquire the Company, the Board reviewed them and rejected them as not sufficiently valuing the Company. The Board considered the Company’s standalone prospects, the risks and uncertainties of continuing to execute its standalone plans and the ability of Avid stockholders to adequately recognize the future value of Avid’s reasonable expectations for growth.
The Board also conducted a process, which included outreach to at least 24 most likely strategic and financial buyers to gauge interest in a potential sale of the company. That process resulted in confidential discussions with seven parties and culminated with non-binding proposals from GHO and Ampersand and another party.
After a period of back-and-forth communication with each party, the Board determined to proceed with GHO’s and Ampersand’s increased proposal. Ultimately, the process and negotiations with GHO and Ampersand resulted in five improvements to price and a 19% price improvement from the original unsolicited offer.
The Board is confident that this robust process has led to the value maximizing outcome for stockholders.
12
Board meetings since receipt of initial unsolicited offer to discuss the process
24
Most likely strategic and financial buyers engaged to explore interest in acquiring the Company
5
Improvements to the GHO and Ampersand offer resulting from the robust process and negotiations
19%
Price improvement from the initial unsolicited offer
The Transaction De-Risks Avid’s Future as a Standalone Company
We are incredibly proud of the progress that we have made as a public company. That said, in evaluating the transaction, our Board considered factors that could impact our standalone financial and operating results going forward. These included, among others:
Industry-wide Macroeconomic Headwinds: There are a range of challenges facing the biologics manufacturing industry, including uncertainty around the recovery in biotech funding, increased volatility resulting from escalating political and global trade tensions that could disrupt supply chains, and increasing competition.
Additional Investments Needed: While Avid has made a number of strategic investments in the business over the last several years, more is needed to capitalize on the Company’s growth potential.
Updated Go-Forward Growth Expectations as a Public Company: As part of its review of potential strategic alternatives, the Board requested that Moelis prepare a financial analysis on Avid management’s probability-adjusted five-year plan for fiscal years 2025 through 2029. That review indicated that the Company’s growth prospects were below its own previous guidance as well as analysts’ consensus. Therefore, the Board determined that the transaction with GHO and Ampersand represented a value maximizing outcome for Avid stockholders, providing superior risk-adjusted value and certainty of execution. We encourage stockholders to read more about these financial projections and the financial analysis conducted by our financial advisor in our supplemental proxy filing materials.
We believe the transaction pays stockholders fair value for the investments Avid has made to date and eliminates for stockholders the execution risk of Avid continuing to operate on a standalone basis.
YOUR VOTE MATTERS: TAKE ACTION AND VOTE TODAY
We strongly encourage you to get your vote “FOR” the transaction today so, you can obtain significant, immediate and certain value for your Avid investment.
Regardless of how many shares you own, your vote matters. You can vote online, by phone or by signing and returning the proxy card that was mailed with the Company’s definitive proxy materials.
Thank you for your continued support.
Sincerely,
The Avid Bioservices Board of Directors
The Avid Board of Directors Unanimously Recommends that Avid Stockholders Vote “FOR” the proposed transaction with GHO and Ampersand.
Vote TODAY online, by telephone or by signing and returning the enclosed proxy card.
If you have questions or need assistance voting your shares, please contact:
MacKenzie Partners, Inc.
7 Penn Plaza
New York, New York 10001
U.S. & Canada Toll-Free: 1-800-322-2885
Elsewhere Call Collect: +1-212-929-5500
Or
Email: proxy@MacKenziePartners.com
Advisors
Moelis & Company LLC is serving as exclusive financial advisor to Avid, and Cooley LLP is serving as legal counsel to Avid.
About?Avid Bioservices, Inc.
Avid Bioservices (NASDAQ: CDMO) is a dedicated CDMO focused on development and CGMP manufacturing of biologics. The Company provides a comprehensive range of process development, CGMP clinical and commercial manufacturing services for the biotechnology and biopharmaceutical industries. With more than 30 years of experience producing biologics, Avid's services include CGMP clinical and commercial drug substance manufacturing, bulk packaging, release and stability testing and regulatory submissions support. For early-stage programs the Company provides a variety of process development activities, including cell line development, upstream and downstream development and optimization, analytical methods development, testing and characterization. The scope of our services ranges from standalone process development projects to full development and manufacturing programs through commercialization. www.avidbio.com
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Company has filed a proxy statement with the U.S. Securities and Exchange Commission (“SEC”) with respect to a special meeting of stockholders to be held in connection with the proposed transaction. Promptly after filing the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting to consider the proposed transaction. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the proxy statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with the proposed transaction at the SEC’s website (http://www.sec.gov). Copies of the preliminary and definitive versions of the proxy statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with the proposed transaction will also be available, free of charge, at the Company’s investor relations website (https://ir.avidbio.com/sec-filings). The information provided on, or accessible through, our website is not part of this press release, and therefore is not incorporated herein by reference.
PARTICIPANTS IN THE SOLICITATION
The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in the Company’s proxy statement for the 2024 annual meeting of stockholders, which was filed with the SEC on August 28, 2024 (the “Annual Meeting Proxy Statement”). Please refer to the sections captioned “Security Ownership of Certain Beneficial Owners, Directors and Management,” “Director Compensation,” and “Executive Compensation-Outstanding Equity Awards at Fiscal Year-End” in the Annual Meeting Proxy Statement. To the extent holdings of such participants in the Company’s securities have changed since the amounts described in the Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC: Form 4, filed by Nicholas Stewart Green on October 11, 2024, Form 4, filed by Richard A. Richieri on October 11, 2024, Form 4, filed by Matthew R. Kwietniak on October 11, 2024, and Form 4, filed by Matthew R. Kwietniak on October 15, 2024. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of the Annual Meeting Proxy Statement, the definitive proxy statement related to the proposed transactions and such other materials may be obtained as described in the preceding paragraph.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” which include, but are not limited to, all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the future, or the completion or effects of the proposed sale of Avid to GHO and Ampersand. In some cases, these statements include words like: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection with the proposed transaction; the possibility that the Company’s stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in the Company’s most recent filings with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2024 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at http://www.sec.gov.
The forward-looking statements included in this information statement are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Contacts:
Avid Bioservices
Stephanie Diaz (Investors)
Vida Strategic Partners
415-675-7401
sdiaz@vidasp.com
Tim Brons
Vida Strategic Partners
415-675-7402
tbrons@vidasp.com
Bob Marese / John Bryan (For Voting Inquiries)
MacKenzie Partners, Inc.
1-800-322-2885
proxy@MacKenziePartners.com
Aaron Palash / Allison Sobel (Media)
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
12 Form 4’s filed. https://ir.avidbio.com/sec-filings
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Green needs to be fired for this travesty, along with the CFO and Legal. Breach of fiduciary duty.
Sounds like something the SEC should investigate. The executive team and BOD belong in jail.
Absolutely.
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News Release Details
Avid Bioservices Reports Financial Results for Second Quarter Ended October 31, 2024
December 10, 2024 at 4:05 PM EST
Download PDF
TUSTIN, Calif., Dec. 10, 2024 (GLOBE NEWSWIRE) -- Avid Bioservices, Inc. (NASDAQ: CDMO), a dedicated biologics contract development and manufacturing organization (CDMO) working to improve patient lives by providing high quality development and manufacturing services to biotechnology and pharmaceutical companies, today announced financial results for the second quarter and six months ended October 31, 2024.
Highlights from the Quarter Ended October 31, 2024:
“We delivered solid results in a competitive environment, with increased revenues and backlog offset by increased costs,” stated Nick Green, president and CEO of Avid Bioservices. “We are pleased to reach the separately announced agreement with GHO and Ampersand, which will provide our stockholders with significant, immediate and certain cash value for their shares. The transaction also provides us with partners who are committed to leveraging their deep industry experience, focused strategy, and collaborative approach to drive growth beyond the Company’s standalone plan.”
Financial Highlights for the Second Quarter and Six Months Ended October 31, 2024
Revenues for the second quarter were $33.5 million, an increase of 32% as compared to revenues of $25.4 million recorded in the same prior year period. For the first six months of fiscal 2025, revenues were $73.7 million, an increase of 17% as compared to revenues of $63.1 million in the same prior year period. The revenue increase for the second quarter and six months ended October 31, 2024, was attributed to increases in manufacturing and process development revenues.
As of October 31, 2024, backlog was $220 million an increase of 11% compared to $199 million at the end of the same quarter last year. The company anticipates a significant amount of its backlog will be recognized as revenue over the next five fiscal quarters.
Gross loss for the second quarter was $2.0 million compared to a gross loss of $4.7 million for the same prior year period. Gross profit for the first six months of fiscal 2025 was $3.7 million compared to a gross loss of $0.6 million for the same prior year period. The increase in gross profit for the second quarter and six months ended October 31, 2024, compared to the same prior year period was primarily driven by increased revenues, partially offset by increases in compensation and benefit related expenses, facility, manufacturing and other related expenses, and depreciation expense.
SG&A expenses for the second quarter were $10.6 million, an increase of 61% compared to $6.6 million recorded in the same prior year period. The increase in SG&A for the second quarter ended October 31, 2024, compared to the same prior year period was primarily due to increases in compensation and benefit related expenses and legal fees. SG&A expenses for the first six months of fiscal 2025 were $18.8 million, an increase of 46% compared to $12.8 million recorded in the prior year period. The increase in SG&A for the second quarter and six months ended October 31, 2024, compared to the same prior year period was primarily due to increases in compensation and benefit related expenses and audit, legal and other consulting fees.
Net loss for the second quarter was $17.4 million or $0.27 per basic and diluted share, compared to a net loss of $9.5 million or $0.15 per basic and diluted share for the same prior year period. For the first six months of fiscal 2025, the company recorded a net loss of $22.9 million or $0.36 per basic and diluted share, compared to a net loss of $11.6 million or $0.18 per basic and diluted share during the same prior year period.
On October 31, 2024, the company reported cash and cash equivalents of $33.4 million, compared to $38.1 million on April 30, 2024.
During the second quarter of fiscal 2025, the company’s revolving line of credit expired.
More detailed financial information and analysis may be found in Avid Bioservices’ Quarterly Report on Form 10-Q, which is being filed with the Securities and Exchange Commission today.
Acquisition of Avid Bioservices by GHO Capital Partners and Ampersand Capital Partners
On November 6, 2024, the company announced that Avid, GHO Capital Partners LLP ("GHO") and Ampersand Capital Partners (“Ampersand”) have entered into a definitive merger agreement for Avid to be acquired by funds managed by GHO and Ampersand in an all-cash transaction valued at approximately $1.1 billion. Under the terms of the merger agreement, GHO and Ampersand would acquire all the outstanding shares held by Avid’s stockholders for $12.50 per share in cash. The per share purchase price represents a 13.8% premium to Avid’s closing share price of $10.98 on November 6, 2024, the last full trading day prior to the transaction announcement, and a 21.9% premium to the company's 20-day volume-weighted average share price for the period ended November 6, 2024. This transaction equates to an enterprise value of approximately $1.1 billion, a 6.3x multiple to consensus FY2025E revenue.
The transaction, which was unanimously approved by the Avid Board of Directors, is currently expected to close in the first quarter of 2025, subject to customary closing conditions, including approval by Avid’s stockholders and receipt of required regulatory approvals. The transaction is not subject to a financing condition. The companies will continue to operate independently until the proposed transaction is finalized. Upon completion of the transaction, Avid common stock will no longer be listed on any public stock exchange. The company will continue to operate under the Avid name and brand.
In light of the proposed transaction, Avid will not host an earnings conference call and is suspending its practice of providing financial guidance.
About?Avid Bioservices, Inc.
Avid Bioservices (NASDAQ: CDMO) is a dedicated contract development and manufacturing organization (CDMO) focused on development and CGMP manufacturing of biologics. The company provides a comprehensive range of process development, CGMP clinical and commercial manufacturing services for the biotechnology and biopharmaceutical industries. With more than 30 years of experience producing biologics, Avid's services include CGMP clinical and commercial drug substance manufacturing, bulk packaging, release and stability testing and regulatory submissions support. For early-stage programs the company provides a variety of process development activities, including cell line development, upstream and downstream development and optimization, analytical methods development, testing and characterization. The scope of our services ranges from standalone process development projects to full development and manufacturing programs through commercialization. www.avidbio.com
Forward-Looking Statements
Statements in this press release, which are not purely historical, including statements regarding the company’s projected revenue ramp and expected continued momentum, expected future sustained profitability, the estimated annual revenue-generating capacity of the company’s facilities, the expected benefits to the company’s business from customers with later stage programs, the anticipated timing for recognizing revenue from the company’s backlog, the realization of the company’s strategic objectives, the company’s revenue guidance, and other statements relating to the company’s intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, including, but not limited to, the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection with the proposed transaction; the possibility that the company’s stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the company’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the company to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally, the risk the company may experience delays in engaging new customers, the risk that the company may not be successful in executing customers projects, the risk that changing economic conditions may delay or otherwise adversely impact the realization of the company’s backlog, the risk that the company may not be able to convert its backlog into revenue within the contemplated time periods, the risk that the company may experience technical difficulties in completing customer projects due to unanticipated equipment and/or manufacturing facility issues which could result in projects being terminated or delay delivery of products to customers, revenue recognition and receipt of payment or result in the loss of the customer, the risk that the company’s later-stage customers do not receive regulatory approval or that commercial demand for an approved product is less than forecast, the risk that one or more existing customers terminates its contract prior to completion or reduces or delays its demand for development or manufacturing services which could adversely affect guided fiscal 2025 revenues, the risk that expanding into a new biologics manufacturing capability may distract senior management’s focus on the company’s existing operations, the risk that the company may experience delays in hiring qualified individuals into the cell and gene therapy business, the risk that the company may experience delays in engaging customers for the cell and gene therapy business, and the risk that the cell and gene therapy business may not become profitable for several years, if ever. Our business could be affected by a number of other factors, including the risk factors listed from time to time in our reports filed with the Securities and Exchange Commission including, but not limited to, our annual report on Form 10-K for the fiscal year ended April 30, 2024, as well as any updates to these risk factors filed from time to time in our other filings with the Securities and Exchange Commission. We caution investors not to place undue reliance on the forward-looking statements contained in this press release, and we disclaim any obligation, and do not undertake, to update or revise any forward-looking statements in this press release except as may be required by law.
I hope everyone will vote AGAINST this.
PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED DECEMBER 3, 2024
?
Avid Bioservices, Inc.
14191 Myford Road
Tustin, California 92780
Dear Avid Bioservices, Inc. Stockholder:
You are cordially invited to attend a virtual special meeting (such meeting, including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Avid Bioservices, Inc. (“Avid” or the “Company”) to be held virtually on [•], at [•] Pacific time at www.virtualshareholdermeeting.com/[•].
At the Special Meeting, you will be asked to consider and vote on (1) a proposal to adopt the Agreement and Plan of Merger, dated November 6, 2024 (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Avid, Space Finco, Inc., a Delaware corporation (“Parent”), and Space Mergerco, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”) and approve the Merger (as defined below) (the “Merger Agreement Proposal”), (2) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Avid’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (3) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the Merger Agreement Proposal if there are insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting (the “Adjournment Proposal”). Parent and Merger Sub are owned by funds managed by affiliates of GHO Capital Partners LLP (“GHO”) and Ampersand Capital Partners (“Ampersand”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Avid, and as a result of which the separate existence of Merger Sub will cease, and Avid will continue as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).
If the Merger is completed, you will be entitled to receive $12.50 in cash, without interest and subject to any withholding of taxes required by applicable law, for each share of Avid common stock (the “common stock”) that you own (unless you have properly exercised your appraisal rights), which represents a premium of approximately: (i) 13.8% to the closing price of Avid’s common stock of $10.98 on November 6, 2024, the last full trading day prior to the announcement of the transaction (the “Unaffected Date”); (ii) 21.9% to the volume-weighted average price of Avid’s common stock for the twenty (20) day period ending on the Unaffected Date; and (iii) 50.1% to the volume-weighted average price of Avid’s common stock for the six (6) month period ending on the Unaffected Date.
The Company’s Board of Directors (the “Board of Directors”), after considering the factors more fully described in the accompanying proxy statement, has unanimously: (i) determined that the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement (the “Transactions”), including the Merger, are advisable, and in the best interest of, Avid and its stockholders; (ii) authorized and approved the execution, delivery and performance by Avid of the Merger Agreement and the consummation of the Transactions, including the Merger; and (iii) subject to the terms and conditions of the Merger Agreement, resolved to recommend that Avid’s stockholders adopt the Merger Agreement and approve the Merger and the Transactions. The Board of Directors unanimously recommends, on behalf of Avid, that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.
The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We urge you to read the proxy statement, its annexes, including, but not limited to, the Merger Agreement, and any document incorporated by reference carefully and in their entirety.
The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.
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Whether or not you plan to attend the Special Meeting virtually, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote virtually, your vote will revoke any proxy that you have previously submitted.
If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions.
Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of a majority of the shares of Avid’s common stock that are issued and outstanding as of the close of business on [•], 2024, which is the record date for the Special Meeting.
If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:
MacKenzie Partners, Inc.
7 Penn Plaza, #503
New York, NY 10001
(212) 929-5500 (Call Collect)
Call Toll-free: (800) 322-2885
proxy@mackenziepartners.com
On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.
Sincerely,
Joseph Carleone, Ph.D.
Nicholas S. Green
Chairman of the Board of Directors
President and Chief Executive Officer
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger Agreement or the Transactions, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.
The accompanying proxy statement is dated [•], 2024, and, together with the enclosed form of proxy card, is first being mailed to our stockholders on or about [•], 2024.
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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED DECEMBER 3, 2024
?
Avid Bioservices, Inc.
14191 Myford Road
Tustin, California 92780
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•]
Notice is hereby given that a virtual special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of Avid Bioservices, Inc., a Delaware corporation (“Avid” or the “Company”), will be held virtually on [•], at [•] Pacific time at www.virtualshareholdermeeting.com/[•], for the following purposes:
1.
To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated November 6, 2024, (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Avid, Space Finco, Inc., a Delaware corporation (“Parent”), and Space Mergerco, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”) and approve the Merger (as defined below) (the “Merger Agreement Proposal”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Avid, and as a result of which the separate existence of Merger Sub will cease, and Avid will continue as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”);
2.
To consider and vote on the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Avid’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and
3.
To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the Merger Agreement Proposal if there are insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting (the “Adjournment Proposal”).
Only stockholders of record as of the close of business on [•], 2024, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.
The Company’s Board of Directors unanimously recommends, on behalf of Avid, that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.
All stockholders are invited to attend the Special Meeting virtually. Whether or not you plan to attend the Special Meeting, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote virtually at the Special Meeting.
Joseph Carleone, Ph.D.
Nicholas S. Green
Chairman of the Board of Directors
President and Chief Executive Officer
Dated: , 2024
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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED DECEMBER 3, 2024
AVID BIOSERVICES, INC.
14191 Myford Road
Tustin, California 92780
IMPORTANT NOTICE REGARDING THE PROXY MATERIALS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [•]
The accompanying proxy statement is available on the investor relations page of our website at https://ir.avidbio.com. The information provided on, or accessible through, our website is not part of the proxy statement, and therefore is not incorporated therein by reference. The accompanying proxy statement is dated [•], 2024 and is first being mailed on or about [•], 2024 to all stockholders of record entitled to vote at the Special Meeting.
A complete list of the stockholders entitled to vote at the Special Meeting will be available for examination during regular business hours for the ten (10) days prior to the Special Meeting at our headquarters, located at 14191 Myford Road, Tustin, California 92780. Stockholders may examine the list for any legally valid purpose related to the Special Meeting. If you would like to examine the list, please contact our corporate secretary to schedule an appointment by calling (800) 987-8256 or writing to him at the address above.
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting in the manner described in the accompanying proxy statement.
If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions.
If you are a stockholder of record, voting virtually at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote virtually at the Special Meeting.
If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote virtually at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal (as defined below).
You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:
MacKenzie Partners, Inc.
7 Penn Plaza, #503
New York, NY 10001
(212) 929-5500 (Call Collect)
Call Toll-free: (800) 322-2885
proxy@mackenziepartners.com
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TABLE OF CONTENTS
Page
SUMMARY
1
The Special Meeting
1
Vote Required; Abstentions and Broker Non-Votes
2
The Merger
2
Parties Involved in the Merger
2
Effect of the Merger
3
Effect on Avid if the Merger is Not Completed
3
Merger Consideration
4
Recommendation of the Avid Board of Directors
5
Opinion of Moelis & Company LLC
5
Interests of Avid’s Directors and Executive Officers in the Merger
6
Financing of the Merger
7
Appraisal Rights
8
Material U.S. Federal Income Tax Consequences of the Merger
9
Regulatory Approvals Required for the Merger
9
Proposal 1: The Merger Agreement Proposal
10
Conduct of Business Pending the Merger
10
Conditions to the Closing of the Merger
10
Termination of the Merger Agreement
12
QUESTIONS AND ANSWERS
13
FORWARD-LOOKING STATEMENTS
20
THE SPECIAL MEETING
21
Date, Time and Place
21
Purpose of the Special Meeting
21
Record Date; Shares Entitled to Vote; Quorum
21
Vote Required; Abstentions and Broker Non-Votes
21
Shares Held by Avid’s Directors and Executive Officers
22
Voting of Proxies
22
Revocability of Proxies
22
Adjournments and Recess
23
Board of Directors’ Recommendation
23
Solicitation of Proxies
23
Anticipated Date of Completion of the Merger
23
Delisting and Deregistration of Company Common Stock
23
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [•]
23
Questions and Additional Information
24
THE MERGER
25
Parties Involved in the Merger
25
Effect of the Merger
25
Effect on Avid if the Merger is Not Completed
26
Merger Consideration
26
Background of the Merger
26
Recommendation of the Board of Directors and Reasons for the Merger
39
Opinion of Moelis & Company LLC
44
Financial Projections
48
Interests of Avid’s Directors and Executive Officers in the Merger
50
Financing of the Merger
59
Appraisal Rights
61
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Page
Accounting Treatment
66
Material U.S. Federal Income Tax Consequences of the Merger
66
Regulatory Approvals Required for the Merger
69
Legal Proceedings
70
PROPOSAL 1: THE MERGER AGREEMENT PROPOSAL
71
Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers
71
Closing and Effective Time
71
Merger Consideration
72
Exchange and Payment Procedures
73
Representations and Warranties
73
Access and Investigation
77
Conduct of Business Pending the Merger
77
No Solicitation of Other Offers
80
The Board of Directors’ Recommendation; Company Adverse Change Recommendation
82
Employee Benefits
84
Efforts to Close the Merger
85
Cooperation with the Financing
87
Director and Officer Indemnification and Insurance
90
Other Covenants
91
Conditions to the Closing of the Merger
91
Termination of the Merger Agreement
93
Termination Fee
94
Specific Performance
95
Limitations of Liability
95
Fees and Expenses
96
Amendment
96
Governing Law
96
PROPOSAL 2: THE COMPENSATION PROPOSAL
97
Vote Required and Board of Directors Recommendation
97
PROPOSAL 3: THE ADJOURNMENT PROPOSAL
98
MARKET PRICES AND DIVIDEND DATA
99
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
100
OTHER MATTERS
102
Other Matters
102
Future Stockholder Proposals
102
Householding of Special Meeting Materials
102
WHERE YOU CAN FIND MORE INFORMATION
103
MISCELLANEOUS
105
Annexes and Exhibits
Annex A
The Merger Agreement
A-1
Annex B
Opinion of Moelis & Company LLC
B-1
Annex C
Section 262 of the General Corporation Law of the State of Delaware
Institutional shares keep inching up.
Institutional Shares (Long) 77,460,586 - 121.12% (ex 13D/G) - change of 8.21MM shares 11.88% MRQ
Institutional Value (Long) $ 828,778 USD ($1000)
No excuse.
Now 1 short only
Institutional Owners 332 total, 328 long only, 1 short only, 3 long/short - change of 2.13% MRQ
HALO backed out of their deal. Wish CDMO would cancel this travesty.
The last time I checked a couple of days ago, there were 3 short only institutional investors. Now 2.
Institutional Owners 330 total, 325 long only, 2 short only, 3 long/short - change of 0.91% MRQ
Anyone have any news from the ambulance chasers? They are our only hope.
Their proposed buyout of Evotec was poorly received last week. Ugly drop. I sold some at 62 before it was announced. Unfortunately I held some.
Institutional Shares (Long) 79,680,889 - 124.59% (ex 13D/G) - change of 11.75MM shares
So 24.59% short?
Totally agree.
Let’s hope one of these ambulance chasers can follow through. It seems like pretty egregious conduct.
Good.
Good. I’m glad someone is looking into it, although it is probably a firm of ambulance chasers. Very disappointed in Nick Green. I thought he was more ethical.
This is a pathetic offer. It smacks of collusion IMO if Nick and his team support this. The screw up on the financing, slow walking new business to fill capacity, all fit too neatly. I can’t believe there isn’t an entity out there that needs the capacity and is willing to pay a fair price. We have traded in the 30’s before the expansion and now it’s only worth 12.50?