Simon Pedder, former CEO and Consultant (new director of Delcath) /Roger Stoll (now director of Delcath)/ John Lau (Now CEO & Chairman of Athenex), both Directors of Chelsea Therapeutics International Tender Offer game (TO) @ Chelsea Therepeutics in 2014 appears to be possibility of a repeat here. Its interesting what happened in two year prior to TO filing. Take a look:
An offer to Purchase Chelsea was made in 2012 following which, Simon Pedder stepped down as CEO and became a consultant Chelsea. Roger Stoll and John Lau continued as Director. This was followed by Letter of Offer from Acquisition Corp and Luendenbeck in early 2013. Per letter below from April 12, 2013 to May 7, 2014 was the Due Diligence, solicitation of consent and structuring of the Tender Offer transaction period. May 23,2014 a formal TO was publicly announced. https://www.sec.gov/Archives/edgar/data/1206828/000114420414033420/v379539_ex-d3.htm
FORMAL Tender Offer :SC TO filed
Offer To Purchase For Cash
All Outstanding Shares of Common Stock
CHELSEA THERAPEUTICS INTERNATIONAL, LTD.
$6.44 net per share, plus one non-transferable contingent value right for each share, which
represents the contractual right to receive a cash payment of up to $1.50 per share
upon the achievement of certain sales milestones,
CHARLIE ACQUISITION CORP.
a wholly-owned indirect subsidiary of
H. LUNDBECK A/S
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JUNE 20, 2014 (ONE MINUTE AFTER 11:59 P.M.,
NEW YORK CITY TIME, ON JUNE 20, 2014), UNLESS THE OFFER IS EXTENDED.
Charlie Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly-owned indirect subsidiary of H. Lundbeck A/S, a Danish corporation (“Lundbeck”), is offering to purchase all the issued and outstanding shares of common stock of Chelsea Therapeutics International, Ltd., a Delaware corporation (“Chelsea”), par value $0.0001 per share (the “Shares”), for (a) $6.44 per Share, net to the seller in cash, without interest (such amount, as it may be adjusted from time to time on the terms and subject to the conditions set forth in the Merger Agreement (as defined below), the “Cash Consideration”), plus (b) one non-transferable contingent value right (“CVR”) per Share, which represents the contractual right to receive a cash payment of up to $1.50 per Share upon the achievement of certain sales milestones (the Cash Consideration plus one CVR, collectively, the “Offer Consideration”), in each case subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented, this “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented, the “Letter of Transmittal” and, together with this Offer to Purchase, the “Offer”). This Offer is being made pursuant to the Agreement and Plan of Merger, dated as of May 7, 2014 (as it may be amended from time to time, the “Merger Agreement”), by and among Lundbeck, Purchaser and Chelsea. Pursuant to the Merger Agreement, as soon as practicable following the consummation of the Offer and the satisfaction or waiver of each of the applicable conditions set forth in the Merger Agreement, Purchaser will merge with and into Chelsea (the “Merger” and together with the Offer, the “Transactions”), with Chelsea continuing as the surviving corporation in the Merger and a wholly-owned indirect subsidiary of Lundbeck. As a result of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than Shares owned (i) by Lundbeck, Purchaser, Chelsea (or held in Chelsea’s treasury) or by any direct or indirect wholly-owned subsidiary of Lundbeck, Purchaser or Chelsea, all of which will be cancelled without any conversion thereof or consideration paid therefor, or (ii) by any stockholder of Chelsea who is entitled to demand and properly demands appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)) will be cancelled and converted into the right to receive the Offer Consideration. Under no circumstances will interest be paid on the Offer Consideration for the Shares, regardless of any extension of the Offer or any delay in making payment for the Shares.
THE CHELSEA BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT CHELSEA’S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
The Board of Directors of Chelsea has unanimously adopted resolutions (i) authorizing and approving the execution, delivery and performance of the Merger Agreement by Chelsea and the transactions contemplated thereby, (ii) approving and declaring advisable the Merger Agreement, the Transactions and the other transactions contemplated thereby, (iii) determining that the Merger Agreement, the Transactions and the other transactions contemplated thereby, on the terms and subject to the conditions of the Merger Agreement, are fair to and in the best interests of Chelsea and its
stockholders, (iv) resolving that the Merger Agreement and the Merger shall be governed by Section 251(h) of the DGCL and that the Merger shall be consummated as soon as practicable following the consummation of the Offer and (v) recommending that Chelsea’s stockholders accept the Offer and tender their Shares pursuant to the Offer. https://www.sec.gov/Archives/edgar/data/1206828/000114420414033420/v379539_ex-a1a.htm