Aurinia Pharmaceuticals Inc (AUPH)

[micham2012]

I agree. The NDA will protect against use of the information for anything other than the transaction being discussed. The buyer will want whatever information the seller has before committing billions of $$$ to an acquisition. The negotiations can at least be frank and informed ones, and the playing field can be close to level. Buyers will ask sensible questions, and will understand if answers must be qualified or are not available.

In my experience many sellers would prefer to make raw information available. Otherwise, a buyer will insist on receiving representations and warranties that the seller will not want to make, and that take lawyers interminable days/weeks to draft. The seller's attitude often is: "Now you know what we know, draw your own conclusions."

Obviously, if there is something the seller cannot afford to have the buyer know, it must be identified and carved out of the NDA. There is trade secret information that falls into that category, but that kind of highly sensitive information is usually not disclosed to the public at all. Otherwise, we would all know the formula for Coca Cola.

But if the information consists of test results, however tentative or unrefined, and those results are positive, the seller may be leaving money on the table by preventing access to it. The first question any buyer will ask is: "What are they not telling us?" And if there is critical data that is not being made available, the assumption is that it is unfavorable.

The amount and kinds of information that must be publicly disclosed pursuant to Securities laws falls far short of what a buyer will want to know before going forward in an acquisition of this size.

All just IMHO.