Protagenic Therapeutics Inc (PTIX)

[buckhunter102001]

Can I take an EDUCATED guess??? If financials are released AT ALL by Atrinsic and the company is currently in negotiations with a buyer, if the financials show any GOOD news at all it may intice other buyers to the table. I'm certain a buyer would not want that to happen as many hours and dollars have been invested during the negotiation process and to have it interrupted by another buyer bellying up to the table would be a very bad thing.

http://ir.lawnet.fordham.edu/cgi/viewcontent.cgi?article=2739&context=flr&sei-redir=1&referer=http%3A%2F%2Fwww.google.com%2Furl%3Fsa%3Dt%26rct%3Dj%26q%3Dcompany%2Bprevent%2Bbidding%2Bwar%2Bmerger%26source%3Dweb%26cd%3D7%26ved%3D0CFAQFjAG%26url%3Dhttp%253A%252F%252Fir.lawnet.fordham.edu%252Fcgi%252Fviewcontent.cgi%253Farticle%253D2739%2526context%253Dflr%26ei%3DobONT7TTEZT4gAeYwaSWDg%26usg%3DAFQjCNFCpmGsyt7yNLGMKUW9UzL6WXjSBw#search=%22company%20prevent%20bidding%20war%20merger%22

A wave of corporate mergers and acquisitions has swept the investment community in recent years.' The negotiations preceding the consummation of these deals are high pressured events with substantial benefits for both the acquiring corporation and the shareholders, such as profits' or operating advantages, at stake. If negotiations are disclosed or information is leaked before the discussions solidify, market activity increases as investors rush to buy the target company's stock in order to cash in on the merger premium. As increased trading drives the market price nearer to the offered price, the acquiror may be forced to abandon the discussions, resulting in a loss to the corporation and investors.'Consequently, corporations prefer to keep the negotiations secret for as long as possible. Investors, however, want timely disclosure of material corporate formation, and the securities laws exist to ensure that they receive it.

6. The acquiror desires confidentiality both to avoid an investor stampede on the market, which increases the market price and shrinks the merger premium, thus forcing the offeror to increase the offered price, see infra notes 42-46 and accompanying text, and to avoid drawing competitors into in a bidding war over the target. See Practicing Law Institute, Mergers and Acquisitions, Corporate Law and Practice Transcript Series Number 3, at 36 (1969); see also Bleakley, The Perils of the Takeover Game, N.Y. Times, Jan. 15, 1984, § 3, at 10 ("one takeover bid often sparks another").

Courts and the SEC agree that there is no affirmative duty to make an initial disclosure of merger negotiations unless insiders are trading, the company is trading in its own securities, or the company is the source of leaks or market rumors pertaining to the negotiations.

When an issuer is faced with unusual market activity, or rumors about preliminary merger, acquisition, or related negotiations, the rule should reflect current law: absent certain circumstances," the corporation has no affirmative duty to disclose merger negotiations and the company can respond to these events with "no comment" and not incur liability under l0b-5." Such a rule clarifies that a corporation has the discretion to remain silent," dispelling the fear, which has arisen since Carnation, that corporations have an affirmative duty to disclose negotiations.' Further, allowing silence or "no comment" also defers to corporate management's business discretion regarding the timing of disclosure. Finally, by allowing confidentiality, the silence or "no comment" provision
helps further both corporate and investors' interests in achieving a successful tender offer at a premium over market.

An example below:
http://www.ibj.com/roche-aims-to-prevent-bidding-war-for-software-firm/PARAMS/article/24462