Biotech Values

[DewDiligence]

Re: Mechanics of Roche-DNA tender offer

In that case, your paradoxical situation of winning 90% but not getting the votes could not arise, so IBs don't come into it, right?

As you noted, the SeekingAlpha article is messed up; however, SeekingAlpha is correct about the lack of any 5% holders other than Roche as of 9/30/08. (5% holders as of 12/31/08 must file with the SEC on or before Feb 14.) This is the ownership table from DNA’s DEF14A filing and there have been no 13G filings since the DEF14A:

http://sec.gov/Archives/edgar/data/318771/000095013408004633/f37235dedef14a.htm#015

In that case, your paradoxical situation of winning 90% but not getting the votes could not arise, so IBs don't come into it, right?

The paradoxical situation I spoke of is the case where Roche obtains more than 78% but less than 90% of DNA’s total shares in the tender offer but fails to win a majority in the shareholder vote. As noted in #msg-35253757, such an outcome is theoretically possible; however, the lack of 5% holders other than Roche makes such an outcome nonsensical, and hence the IB provision is highly unlikely to come into play. (If Roche obtains 90% of DNA’s total shares in the tender offer, there does not have to be a shareholder vote and, again, the IB provision does not come into play.)