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Wednesday, May 06, 2009 6:38:40 PM
again shows you you that big money is not always smart money
Tang Capital Partners has filed a preliminary proxy statement for the Vanda Pharmaceuticals (Nasdaq: VNDA) 2009 Annual Meeting of Stockholders urging stockholders to support Tang Capital Partners’ slate of two director nominees, Kevin C. Tang and Andrew D. Levin, M.D., Ph.D.
We’ve been following VNDA (see our post archive here) because it’s trading below its net cash value and Tang Capital Partners (TCP), has called for the company to “cease operations immediately, liquidate [VNDA]’s assets and distribute all remaining capital to the Stockholders.” The stock is up 16.7% since we initiated the position from $0.78 to close yesterday at $0.91, which gives the company a market capitalization of $24.3M. We estimate the net cash value to be around 75% higher at $42.6M or $1.60 per share.
The company is hemorrhaging cash, so the investment turns on TCP’s ability to get control and staunch the bleeding. If TCP cannot get onto the board quickly or at all, the company will continue to burn cash and the investment will be a dud. VNDA has a staggered board, so this will make TCP’s task difficult.
The Background and reasons for the solicitation in the preliminary proxy statement is set out below:
Tang Capital has engaged in discussions with the Company and the Board with regards to the strategic direction of the Company. We believe that in order to maximize value for all stockholders, the Company must cease operations immediately, liquidate the Company’s assets and distribute all remaining capital to the Company’s stockholders.
Since the Company continues to operate as of the date of this Proxy Statement and has not publicly announced any plan of liquidation and dissolution, we believe the Board has rejected our proposal to immediately cease all operations, liquidate the Company’s assets and distribute all remaining capital to the Company’s stockholders. In light of the foregoing, and in order to preserve and maximize the diminishing value of the Company’s assets for the benefit of all stockholders, Tang Capital has nominated Kevin C. Tang and Andrew D. Levin, M.D., Ph.D. for election to the Board at the Annual Meeting and proposed a stockholder resolution to be voted on at the Annual Meeting whereby the stockholders will request that the Company cease operations immediately, liquidate the Company’s assets and distribute all remaining capital to the Company’s stockholders.
On February 13, 2009, Tang Capital delivered a letter (the “Letter”) to the Nominating and Governance Committee of the Company recommending Mr. Tang and Dr. Levin as nominees for election to the Board at the Annual Meeting. On the same date, Tang Capital also delivered a notice (the “Notice”) to the Company of its intention to, among other things, nominate Mr. Tang and Dr. Levin for election to the Board and propose the stockholder resolution described herein.
Since delivery of the Letter and Notice, the Board has failed to engage with Tang Capital in a dialogue on the merits of its recommendations. Tang Capital therefore decided to embark on this solicitation of proxies to elect the Nominees and approve the resolution described herein. See the information under the heading “Proposal 1 - Election of Directors” beginning on page • for additional information about the Nominees. Further, Tang Capital believes that the proposed resolution is the best way for the stockholders to let the Board know what the stockholders consider to be the best direction for the future of the Company in a manner that is quantitative, clear and indisputable.
http://seekingalpha.com/article/130370-tang-capital-partners-proxy-statement-for-vanda-pharmaceuticals-calls-for-liquidation?source=yahoo
Recent VNDA News
- Vanda Pharmaceuticals Board of Directors Determines that Recent Unsolicited Takeover Proposals Are Not in the Best Interests of the Company and its Shareholders • PR Newswire (US) • 06/20/2024 12:48:00 AM
- Form 8-K - Current report • Edgar (US Regulatory) • 06/13/2024 08:38:04 PM
- Vanda Pharmaceuticals Confirms Receipt of Revised Unsolicited Takeover Proposal from Future Pak • PR Newswire (US) • 06/13/2024 02:02:00 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 06/06/2024 08:30:57 PM
- Vanda Pharmaceuticals Confirms Receipt of Unsolicited, Non-Binding Indication of Interest from Cycle Group Holdings Ltd. • PR Newswire (US) • 06/06/2024 01:24:00 PM
- Vanda Pharmaceuticals Announces Participation in the Jefferies 2024 Global Healthcare Conference • PR Newswire (US) • 05/30/2024 09:20:00 PM
- Vanda Pharmaceuticals Announces Completion of Transfer of FDA Marketing Authorization for PONVORY® • PR Newswire (US) • 05/30/2024 08:48:00 PM
- Vanda Pharmaceuticals Announces Presentations at SLEEP 2024 • PR Newswire (US) • 05/29/2024 06:17:00 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 05/24/2024 08:49:41 PM
- Vanda Pharmaceuticals Board of Directors Determines that Revised Unsolicited Takeover Proposal is Not in the Best Interests of the Company and its Shareholders • PR Newswire (US) • 05/24/2024 08:46:00 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 05/24/2024 08:43:11 PM
- Form 8-K/A - Current report: [Amend] • Edgar (US Regulatory) • 05/24/2024 08:31:28 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 05/21/2024 08:55:09 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 05/21/2024 08:53:14 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 05/21/2024 08:52:54 PM
- Form S-8 - Securities to be offered to employees in employee benefit plans • Edgar (US Regulatory) • 05/21/2024 08:34:42 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 05/20/2024 09:26:51 PM
- Vanda Pharmaceuticals Reports Positive Results from a Second Phase III Study of Tradipitant in Motion Sickness • PR Newswire (US) • 05/15/2024 12:45:00 PM
- Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material • Edgar (US Regulatory) • 05/13/2024 08:15:59 PM
- Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material • Edgar (US Regulatory) • 05/09/2024 09:15:58 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 05/09/2024 11:07:02 AM
- Form 8-K - Current report • Edgar (US Regulatory) • 05/08/2024 08:06:04 PM
- Vanda Pharmaceuticals Reports First Quarter 2024 Financial Results • PR Newswire (US) • 05/08/2024 08:01:00 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 05/07/2024 08:51:10 PM
- Vanda Pharmaceuticals Confirms Receipt of Revised Unsolicited Takeover Proposal from Future Pak • PR Newswire (US) • 05/07/2024 03:16:00 PM
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