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https://www.synergy-pharmaceuticals.com/
Herpes cure and constipation aid. Same company correct? Coming back to life or what?
Speaking of smoke, can we have some of what you've been smoking?
Good luck with that..
did you mean to highlight something in all that?
Or do we have to read and guess?
LOL
Opti
18-14010-jlg Doc 739 Filed 05/01/19
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Lisa Laukitis
Christine A. Okike
Four Times Square
New York, New York 10036-6522 Telephone: (212) 735-3000
Fax: (212) 735-2000
– and –
Ron E. Meisler (admitted pro hac vice) Christopher M. Dressel (admitted pro hac vice) Jennifer Madden (admitted pro hac vice)
155 North Wacker Drive
Chicago, Illinois 60606-1720
Telephone: (312) 407-0700
Fax: (312) 407-0411
Counsel to Debtors
and Debtors-in-Possession
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK
In re
SYNERGY PHARMACEUTICALS INC., et al.,
Entered 05/01/19 13:37:53 Main Document Pg 1 of 5
TOGUT, SEGAL & SEGAL LLP Albert Togut
Neil M. Berger
Kyle J. Ortiz
One Penn Plaza
Suite 3335
New York, New York 10119 Telephone: (212) 594-5000 Fax: (212) 967-4258
Debtors.1
Chapter 11
Case No. 18-14010 (JLG) Jointly Administered Related Docket No. 712 & 713
NOTICE OF (I) ENTRY OF FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER CONFIRMING MODIFIED FOURTH AMENDED JOINT PLAN OF REORGANIZATION OF SYNERGY PHARMACEUTICALS INC. AND ITS DEBTOR AFFILIATE AND (II) OCCURRENCE OF EFFECTIVE DATE
1
The Debtors in these chapter 11 cases, along with the last four digits of their respective tax identification numbers, are as follows: Synergy Pharmaceuticals Inc. (5269); Synergy Advanced Pharmaceuticals, Inc. (4596). The address of the Debtors’ corporate headquarters is 620 Lee Road, Chesterbrook, Pennsylvania 19087.
18-14010-jlg Doc 739 Filed 05/01/19 Entered 05/01/19 13:37:53 Main Document Pg 2 of 5
PLEASE TAKE NOTICE OF THE FOLLOWING:
1. Plan Confirmation. On April 25, 2019, this Court entered an order (the “Confirmation Order”) confirming the Modified Fourth Amended Joint Plan of Reorganization of Synergy Pharmaceuticals Inc. and Its Debtor Affiliate (the “Plan”) [Docket No. 713].2
2. Copies of Plan and Confirmation Order. The Confirmation Order included the Plan as Exhibit A. The Confirmation Order, the Plan, and the other documents filed in these cases, are available free of charge at https://cases.primeclerk.com/Synergy/Home-DocketInfo or for a nominal fee at https://ecf.nysb.uscourts.gov/ (with use of a PACER account).
3. Effective Date. On May 1, 2019, the Effective Date of the Plan occurred. All conditions precedent to the Effective Date set forth in Section 10.01 of the Plan have been satisfied or waived.
4. Professional Claims.
a. Final Fee Applications. All final requests for payment of Professional Claims must be filed no later than 45 days after the Effective Date. After notice and a hearing in accordance with the procedures established by the Bankruptcy Code, the Bankruptcy Rules and prior orders of the Bankruptcy Court, the Allowed amounts of such Professional Claims shall be determined by the Bankruptcy Court.
b. Post-Effective Date Retention. Upon the Effective Date, any requirement that Professionals comply with sections 327 through 331 of the Bankruptcy Code in seeking retention or compensation for services rendered after the Effective Date shall terminate, and the Plan Administrator shall be permitted to employ and pay professionals in its discretion.
5. Administrative Claims. Except as otherwise provided in the Plan and as set forth in Section 2.02 and Section 2.03 of the Plan, all requests for payment of an Administrative Claim must be filed, in substantially the form of the Administrative Claim Request Form contained in the Plan Supplement, with the Claims and Solicitation Agent and served on counsel for the Liquidating Debtor, the Plan Administrator and the Litigation Trustee, no later than the Administrative Claim Bar Date, which shall be 30 days after the Effective Date. Any request for payment of an Administrative Claim pursuant to Section 2.01 of the Plan that is not timely filed and served shall be Disallowed automatically without the need for any objection from the Liquidating Debtor, the Plan Administrator or the Litigation Trustee. The Plan Administrator (and the Litigation Trustee, as applicable, in accordance with Section 5.11(b) of the Plan) may settle any Administrative Claim without further Bankruptcy Court approval. In the event that the Liquidating Debtor or the Plan Administrator (and the Litigation Trustee, as applicable, in accordance with Section 5.11(b) of the Plan) object to an Administrative Claim and there is no settlement, the Bankruptcy Court shall determine the Allowed amount of such Administrative Claim.
2
if not used therein, in the Plan.
Capitalized terms used but not defined herein have the meanings assigned to them in the Confirmation Order or,
2
18-14010-jlg Doc 739 Filed 05/01/19 Entered 05/01/19 13:37:53 Main Document Pg 3 of 5
6. Claims Objection Deadline. “Claims Objection Deadline” means the later of (a) (i) as to Rejection Damages Claims, the first Business Day that is at least 180 days after such Rejection Damages Claim is timely filed pursuant to Section 6.01(b) of the Plan; (ii) as to late- filed proofs of Claim, the first Business Day that is at least 60 days after a Final Order is entered deeming the late-filed Claim timely filed; and (iii) as to all other Claims the first Business Day that is at least one year after the Effective Date; or (b) such later date as may be established by the Bankruptcy Court by motion of the Litigation Trustee.
7. Executory Contracts and Unexpired Leases to Be Rejected. Except as otherwise provided in the Plan, upon the occurrence of the Effective Date, each Executory Contract and Unexpired Lease shall be deemed rejected in accordance with, and subject to, sections 365 and 1123 of the Bankruptcy Code as of the Effective Date, unless any such Executory Contract or Unexpired Lease: (i) is listed on the Schedule of Assumed Executory Contracts contained in the Plan Supplement; (ii) has been previously assumed by the Debtors by Final Order of the Bankruptcy Court or has been assumed by the Debtors by order of the Bankruptcy Court as of the Effective Date, which order becomes a Final Order after the Effective Date; (iii) is the subject of a motion to assume pending as of the Effective Date; (iv) is an Insurance Contract; or (v) is otherwise assumed pursuant to the terms in the Plan. The Confirmation Order constitutes an order of the Bankruptcy Court approving such rejections pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date. Counterparties to Executory Contracts or Unexpired Leases that are deemed rejected as of the Effective Date shall have the right to assert any Claim on account of the rejection of such Executory Contracts or Unexpired Leases subject to compliance with the requirements in the Plan.
8. Executory Contracts to Be Assumed. Except as otherwise provided in the Plan, upon the occurrence of the Effective Date, each Executory Contract that is listed on the Schedule of Assumed Executory Contracts contained in the Plan Supplement, shall be deemed assumed, in accordance with, and subject to, sections 365 and 1123 of the Bankruptcy Code as of the Effective Date. The Confirmation Order will constitute an order of the Bankruptcy Court approving such assumptions, pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date. To the extent any provision in any Executory Contract assumed pursuant to the Plan (including any “change of control” provision) restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the Liquidating Debtor’s assumption of such Executory Contract, then such provision shall be deemed modified such that the transactions contemplated by the Plan will not entitle the non-Debtor party thereto to terminate such Executory Contract or to exercise any other default-related rights with respect thereto. Each Executory Contract assumed pursuant to Article VI of the Plan will revest in and be fully enforceable by the Plan Administrator on behalf of the Liquidating Debtor, except as modified by the provisions of the Plan, any order of the Bankruptcy Court authorizing and providing for its assumption, or applicable law.
9. Rejection Damages Bar Date. Unless otherwise provided by a Bankruptcy Court order, any proofs of Claim asserting Claims arising from the rejection of the Executory Contracts and Unexpired Leases pursuant to the Plan or otherwise must be filed with the Claims and Solicitation Agent no later than 30 days after the later of the Effective Date, the effective date of rejection, or the date notice of such rejection is transmitted by the Debtors or the Plan
3
18-14010-jlg Doc 739 Filed 05/01/19 Entered 05/01/19 13:37:53 Main Document Pg 4 of 5
Administrator, as applicable, to the counterparty to such Executory Contract or Unexpired Lease. Any proofs of Claim arising from the rejection of Executory Contracts or Unexpired Leases that are not timely filed shall be Disallowed automatically and forever barred, estopped, and enjoined from assertion and shall not be enforceable against the Debtors or the Liquidating Debtor, without the need for any objection by the Litigation Trustee or any further notice to or action, order, or approval of the Bankruptcy Court, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully satisfied and released, notwithstanding anything in the Schedules or a proof of Claim to the contrary. All Allowed Claims arising from the rejection of Executory Contracts and Unexpired Leases shall be classified as General Unsecured Claims.
10. Post-Effective Date Notice Pursuant to Bankruptcy Rule 2002. After the Effective Date, to continue to receive notice of documents pursuant to Bankruptcy Rule 2002, all creditors and other parties in interest (except those listed in the Confirmation Order) must file a renewed notice of appearance requesting receipt of documents pursuant to Bankruptcy Rule 2002.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4
18-14010-jlg Doc 739 Filed 05/01/19 Entered 05/01/19 13:37:53 Main Document Pg 5 of 5
Dated: New York, New York ? May 1, 2019 ? ?
? SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ?
? /s/ Ron E. Meisler
? Lisa Laukitis
? Christine A. Okike
? Four Times Square
? New York, New York 10036-6522
? Telephone: (212) 735-3000
Fax: (212) 735-2000
– and –
? Ron E. Meisler (admitted pro hac vice)
? Christopher M. Dressel (admitted pro hac vice)
? Jennifer Madden (admitted pro hac vice)
? 155 North Wacker Drive
? Chicago, Illinois 60606-1720
? Telephone: (312) 407-0700
Fax: (312) 407-0411
– and –
TOGUT, SEGAL & SEGAL LLP Albert Togut
Neil M. Berger
Kyle J. Ortiz
One Penn Plaza
Suite 3335
New York, New York 10119 Telephone: (212) 594-5000 Fax: (212) 967-4258
? Co-Counsel to Debtors and Debtors-in-Possession
5
That would be fantastic but need to temper expectations without proof. If you’re interested you can read the latest motion on the docket for some background (link below). It looks like they set aside about .005 per share for equity (probably less when everything is settled). Also, equity gets share of litigation proceeds after unsecured and loans are paid off. Litigation can take years to resolve and no guarantee that there will be something left for equity but the fact that they already carved out some money for equity is a good sign.
https://cases.primeclerk.com/Synergy/Home-DownloadPDF?id1=MTEwNzcwNA==&id2=0
Really? I have 18k shares, so that would be amazing....
0.25-0.33 per share distribution pay out. SGYPQ
This is exactly why I was wondering why traders were still buying this above .005. Never ceases to amaze me why people keep buying a stock just before the commons are canceled. Oh well.
SGYPQ: Bankruptcy PLAN effective. All shares cancelled.
FINRA deleted symbol:
https://otce.finra.org/otce/dailyList?viewType=Deletions
The Plan further provides that, on or immediately following the Effective Date thereof, (a) all equity interests in Synergy Pharmaceuticals will be deemed automatically cancelled, released, and extinguished; (b) the respective boards of directors of the Debtors shall be terminated and the members thereof shall be deemed to have resigned; (c) Synergy Advanced shall be merged with and into Synergy Pharmaceuticals, which shall be converted a Delaware limited liability company and thereafter continue to exist as the Liquidating Debtor.
It may be due to the settlement regarding the plan changes between various parties including the equity committee, debtor, creditors committee etc. Check out page 8 of the doc. Seems to indicate they carved out a little money for equity.
https://cases.primeclerk.com/Synergy/Home-DownloadPDF?id1=MTA5Mjc3Ng==&id2=0
Accumulation has taken hold, volume hasn't changed number of loose shares has IMO .009-.011 is as safe as a babe in its mothers arms to catch some obviously closer to .009 the better, it's percolating me thinks.
Why is this up like this? Can't find much info on this stock
I half filled my load 425K shares @ .009-.0107 looks like she is tightening up a little. We will see in the days to come.
$SGYPQ: I was hoping for lower.... but its bouncing
Should've picked some up at the $0.009 level after all.
This has a good chance to bounce harder if this holds up now.
Should be on watch all day.
GO $SGYPQ
What's up makin' you still thinking the same? Thanks for your input.
who is ambio pharm and why would synergy owe them almost 1 mill. bucks. the latest docket is showing that deal to be expunged.
if one goes back to docket 537 you can see what they are attempting here. let the IRs, FDA, SEC and the gov't. in general see that the hell has been going on here. the SEC should have stepped into this whole dam thing a long time ago.
a new docket filed today. an appeal from the lawyers for the equity group representing the stockholders.
in addition to the SEC also mentioned is IRS, FDA, Att: for Southern District of NY plus a few others. another thing I noticed counsel for the Debtors is the law firm of Skadden who has been mentioned in the Manafort debacle. CRG and the gang at SGYP might just be the naughty boys we suspect they are.
Is there any way to make money off this puppy?
Will shares be completely dilluted?
Will Bauch issue new shares?
Thanks in advance!
I see where the meeting at the court for March 20 has been cancelled by the lawyers for Synergy but the equity group lawyers have changed it to April 9. I wonder what that is all about. Maybe they are not happy that the SEC, and others will be present. both of those dockets are showing up today.
Damn...she's going down faster than I thought! Sub penny coming... Hope peeps reduced exposure!
$SGYPQ: Collapse down to $0.003
I'll be waiting for you my DEAR.
GO $SGYPQ
$SGYPQ: Now at $0.02... waiting for an entry here
Looking to capitalize on this BK dump play.
Wait and Watch.
GO $SGYPQ
is this up for bids yet ?
If you've read every SGYPQ PR, SEC Filing, and Court Doc, you know that only Trulance/Dolcanatide ("certain assets") were sold to Bausch. Assets SGYPQ retained to develop a new pipeline from are the Uroguanylin GI Platform and "Novel Guanylate Cyclase C Agonists" from patents 10,118,946 & 9,708,367:
"Detailed Description: The present invention is based upon the development of novel agonists of guanylate cyclase-C (GC-C). The agonists are plecanatide derivatives, analogs of uroguanylin, guanylin, lymphoguanylin and ST peptide and have superior properties such as higher activity or potency."
http://patft.uspto.gov/netacgi/nph-Parser?Sect1=PTO2&Sect2=HITOFF&p=1&u=%2Fnetahtml%2FPTO%2Fsearch-bool.html&r=0&f=S&l=50&TERM1=novel+guanylate+cyclase+C+%28GC-C%29+agonists&FIELD1=&co1=AND&TERM2=Synergy+Pharmaceuticals&FIELD2=&d=PTXT
use the balance sheet in the court filings.
What do you see?
thanks
so is there anything left for stockholders ?
Being in Bankruptcy it should be no suprise it was delisted . Yet it drops 50% !
thing to look at now are the financial reports filed with the court.
They are here : https://cases.primeclerk.com/Synergy/Home-DocketInfo
Can anyone say if there is any residual value ?
10Q is now old, but not useless.
SGYP changed to SGYPQ:
https://otce.finra.org/otce/dailyList?viewType=Additions
Put a fork in this one sorry guys who ever was the last out turned off the lights
The big sell off EOD yesterday was by those in-the-know....
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=147370070
Yes looks like they shut down the common stock. Common stock is now relying on the equity committee to find value for commons. There was mention of there being potential value in one of their recent motions or replies, but it will take a very long time for them to settle everything.
no bid or ask premarket.
Bid (Size)$ x
Ask (Size)$ x
52 Week Range –
P/Ex
EPS
Next Earnings Date–
Ex-Dividend Date–
Dividend Payable Date–
Dividend Yield/Amount% /
The problem is you are using the 10Q, which is a snap shot in time BEFORE bankruptcy. After bankruptcy, there is nothing left..
After everything's done, any chance this clean shell could do a reverse merger with a private company that wants to go public?
So you think they are selling basically all their assets to Bausch through BK proceedings and yet still have $83M in cash on hand?
What about the $83M of cash/asset reported in the most recent 10-Q filing?
https://www.sec.gov/ix?doc=/Archives/edgar/data/1347613/000134761318000032/sgyp-20180930.htm
just purchased 300K shares today and will added more @ $0.03s/share.
Ummm... The asset sale (which is basically everything SGYP has of real value) for $190M to Bausch leaves roughly 11M after liabilities/debts are paid. A good portion of the remaining 11M will be used for BK lawyers and severance packages going forward. What's left of that "may" be disbursed among the Commons...if at all. I'd say they end up with possible $8M in cash after all the dust settles and the the BK judge awards the current OS holders the remainder, which "could" be around .03, but doubtful. JMO
if that is correct and that judge was aware of that fact he should be excused from the bench. the only reason I can think of that being the case, then you would think it would have to be a vendetta against every stockholder with sgyp stock. lets face it, when the group of stockholders f'd them from getting some bucks, I would imagine they were quite pizzed off. just a thought.
They better have a good F'in explanation.
I wonder if anyone had read the documents attached along with the doc petitions listed for Synergy case# 18-14010? Below is a copy of the non-binding LOI which indicated BHC willing to acquire the whole Synergy for a total payment package which could valued over $1/share to shareholders (see items iii & iv in the letter: $70M plus a CVR with potential earning up to $250M)
The question now is why Synergy management decided not accepting the offer and in stead selling certain assets to BHC for an amount of the cash more than enough to pay off all the debts and retaining the (shell) company? I guess the decision must be on the facts that whatever left of Synergy is worth more than $1/share, and Synergy management will have to explain in the upcoming hearing on 03/12.
Below is a copy of the text from the letter:
=====================================================================
BAUSCH+ Health
400 Somerset Corporate Boulevard
Bridgewater. New Jersey 08807
908 927 1400
bauschhealth.com
October 13, 2018
Troy Hamilton
Chief Executive Officer
Synergy Pharmaceuticals
420 Lexington Ave #2012
New York, NY 10170
Re: Non-Binding Letter of Intent for the Acquisition of Synergy Pharmaceuticals, Inc.
Dear Troy:
Further to our previous non-binding letter of intent dated August 31, 2018 (the "August LOI") and subsequent conversations between our management teams, Bausch Health Companies Inc. ("Bausch Health") is pleased to present this non-binding letter of intent related to a proposed transaction (the "Transaction") for the acquisition by Bausch Health (and/or one or more of its affiliates) of 100% of the outstanding common stock of Synergy Pharmaceuticals, Inc. (the "Company"). For the avoidance of doubt, this non-binding letter of intent and the terms set forth herein supersede in all respects the August LOI and the terms set forth therein.
Transaction Consideration and Payments at Closing
Based upon our due diligence to date, Bausch Health would be prepared to offer an aggregate purchase price (the "Transaction Consideration") for the outstanding common stock of the Company (including shares of common stock issuable upon the exercise of outstanding options, the exercise of warrants, and the conversion, if any, of the Company's senior convertible notes) and for the repayment of the Company's debt and other obligations, in addition to payments made at Closing for satisfaction of the Company's obligations, consisting of:
(i) up to $165 million in cash paid to the Company to satisfy all of the Company's existmg obligations at the consummation of the Transaction ("Closing") (including repayment of existing debt, severance and retention obligations, and any payments to holders of Company warrants and options);
(ii) up to $34.95 million in cash to be paid to the company's senior secured lender in connection with the prepayment penalty under the Company's senior secured term loan;
(iii) $70 million in cash paid to the company stockholders;
(iv) non-transferable (other than transfers by operation of law (including laws of descent or distribution)) contingent value rights ("CVRs") issuable to the Company's stockholders, which shall expire on the earlier of (a) December 31 of the calendar year in which any generic product competing with TRULANCE becomes available and (b) an outside date (customary for such instruments) to be determined during diligence (such date, the "End Date"), tied to the achievement of the following sales milestones of TRULANCE and Dolcanatide:
Initial milestone achieved in any calendar year after Closing, Aggregate up to and including the End Date: Payment:
$250 million of net sales $40 million
$350 million of net sales $75 million
$500 million of net sales $125 million
$750 million of net sales $200 million
$1 billion of net sales $250 million
$1 .5 billion of net sales $250 million
(v) subject to Bausch Health's diligence on the Company's existing debt, to ensure that the Company has sufficient funds to operate the business in the ordinary course during the period between the signing of the Definitive Agreements (as defined below) and Closing, Bausch Health will make available $30 million for the Company to draw upon between signing and Closing. Beginning 60 days after signing, Bausch Health shall also have the ability to cause the Company to draw down on such funds up to a fixed monthly increment (as an agreed proxy for amounts necessary to fund ongoing Company operations). Any such funds would be provided in the form of a loan (with protections detennined during due diligence). Any portion of such $30 million that remains undrawn as of the Closing (assuming compliance with the interim operating covenants set forth in the Definitive Agreements) will be distributed to the Company's shareholders as part of the Transaction Consideration.
The cash consideration delivered at closing will be funded using Bausch Health's cash on hand.
The Transaction Consideration is based on, among other things, publicly available infom1ation about the Company, the information provided to us to date by and on behalf of the Company and preliminary financial models completed by Bausch Health. Confirmation of the final Transaction Consideration will be dependent on the results of our due diligence.
Due Diligence
It is anticipated that Bausch Health will conduct due diligence on a variety of matters relating to the Company (and its development projects), including, but not limited to, legal, financial, corporate, tax, commercial, manufacturing/supply, regulatory, R&D, intellectual property, employment and labor matters. If it deems it necessary, Bausch Health may request further discussions with the management of the Company and/or a site visit. Bausch Health will expedite its review of the materials and information, with a view to completing its due diligence promptly. However, Bausch Health reserves the right to make
further diligence requests based on the inforn1ation and materials received and discussions conducted in connection with the above-noted items and during the negotiation of the Definitive Agreements.
Definitive Agreements
Bausch Health is prepared to devote the necessary time and resources to negotiate and enter into mutually satisfactory definitive merger agreement, as well as other customary agreements for a transaction of this nature (the "Definitive Agreements"), containing customary terms appropriate to the Transaction, including without limitation appropriate representations, warranties, and covenants of both parties, and to close the Transaction as soon as possible thereafter. We have retained Wachtell, Lipton, Rosen & Katz as legal counsel.
Other Matters
This letter is only a preliminary and non-binding indication of Bausch Health's interest in acquiring the Company and is based on certain assumptions which may change as a result of our due diligence review, negotiations, and other considerations. This letter in not intended to be, and does not, constitute an offer, binding obligation or agreement by Bausch Health to negotiate or enter into a definitive agreement or consummate any transaction involving the Company (or the shares thereof). Furthermore, this letter is not intended, nor shall it be construed, to impose any legal or binding obligation on Bausch Health or the Company or their respective affiliates, and the parties hereto will have no rights or obligations of any kind whatsoever by virtue of this letter or any other written or oral expression by our respective representatives unless and until a definitive agreement is executed and delivered, except in each case, with respect to the confidentiality and exclusivity provisions set forth below.
Confidentiality
This letter is provided to you pursuant to the terms of the Confidentiality Agreement dated January 1 7, 2017, as extended on September 10, 2018, between Bausch Health and the Company and with the understanding that none of the Company, its affiliates, its directors or officers, or any of its or their representatives or advisors, will disclose to any person or entity the terms or existence of this letter, the fact that any investigation, discussions or negotiations are taking place concerning a possible transaction, any other non-public information regarding Bausch Health disclosed to the Company during the negotiations, and the Company agrees to keep such information strictly confidential and will not use any such information for any purpose other than the evaluation of our letter of intent.
Exclusivity
In recognition of the time and resources Bausch Health has devoted and will devote to the evaluation and negotiation of the Transaction, the Company agrees that, for a period commencing on the date hereof and ending upon the earliest of (i) the date of execution of the Definitive Agreements, (ii) termination of negotiations by mutual agreement of the parties hereto, or (iii) 5:00 p.m. Eastern Time on November 30, 2018 (the "Exclusivity Period"), the Company agrees that it will not, and will cause each of its affiliates, and its and their respective directors, officers, employees, partners, managing directors, agents, investment bankers, :financial advisors, attorneys, accountants, agents and representatives (collectively and together with its affiliates, "Representatives"), not to, directly or indirectly: solicit, initiate, facilitate, encourage, accept or enter into discussions or transactions with, or encourage, any corporation, partnership, other entity, individual, entity or group concerning, or provide any information to any of the foregoing in connection with, (a) a merger, consolidation, exchange of shares, recapitalization, liquidation, reorganization, dissolution, business combination or other transaction, (b) any sale, lease or exchange, pledge, transfer or other disposition of 5% or more of the assets of the Company in a single or in multiple transactions or (c) any tender offer, exchange of cash for the securities of the Company, or the acquisition of beneficial ownership of 5% or more of the equity in the Company (each of (a), (b), and (c), an "Acquisition Transaction").
The Company further agrees to, and agrees to cause its Representatives to, cease immediately any and all discussions or negotiations with any person, entity or group other than Bausch Health and its affiliates and their respective representatives, regarding an Acquisition Transaction. The Company agrees to: (i) inform any third party which, during the Exclusivity Period, provides any indication of interest, offer or request for information (that could reasonably be expected to lead to any such offer or indication of interest) in respect of any transaction with the Company that is, or could reasonably be expected to lead to, an Acquisition Transaction (each, an "Unsolicited Bidder Communication") only that it declines to engage in any discussions or negotiations with respect to such Unsolicited Bidder Communication at such time (without disclosing the identity of Bausch Health or the existence or any terms, conditions or other facts of this letter), and (ii) as promptly as practicable (but within 48 hours of receipt), notify Bausch Health if the Company becomes aware of the receipt by the Company or any of its Representatives of any Unsolicited Bidder Communication and of the Company's response thereto in accordance with the immediately preceding clause (i).
Notwithstanding anything to the contrary contained herein, it is expressly agreed that the Company shall be permitted to retain and work with an investment bank during the Exclusivity Period, it being acknowledged that any such investment bank shall be a Representative hereunder and shall be instructed to comply with the terms of the foregoing paragraphs.
Governing Law; Exclusive Jurisdiction
This letter will be governed and construed in accordance with laws of the State of Delaware and the courts of Delaware shall have exclusive jurisdiction.
We are excited about the prospect of this Transaction and we look forward to your favorable response to this letter. Should you have any questions regarding this letter or any information contained in it, please do not hesitate to contact the undersigned.
Very truly yours,
Bausch Health Companies Inc.
Here is a company that competed with SGYP in the constipation space, Sucampo, SCMP. It had its product out for a number of years ahead of IronWood and of course SGYP. Even though it could be stated that SCMP’s product was inferior to both SGYP and IronWood’s product, that in the end didn’t matter as they had a conservative management team and found a buyer that needed a pipeline..
https://www.bizjournals.com/washington/news/2017/12/26/sucampo-pharmaceuticals-to-be-acquired-in-1-2b.html
Bausch Health Completes Acquisition Of Certain Assets Of Synergy Pharmaceuticals Inc.
[PR Newswire]
PR Newswire•March 6, 2019
LAVAL, Quebec, March 6, 2019 /PRNewswire/ -- Bausch Health Companies Inc. (NYSE/TSX: BHC) ("Bausch Health" or the "Company") announced today that the Company has completed the acquisition of certain assets of Synergy Pharmaceuticals Inc. (SGYP) ("Synergy") for a cash purchase price of approximately $195 million and the assumption of certain assumed liabilities, pursuant to the terms of the stalking horse asset purchase agreement previously entered into with Synergy and following approval by the U.S. Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") on March 1, 2019.
"We are excited to welcome new team members from Synergy to join our Salix Pharmaceuticals business, a leader in gastroenterology. We believe that adding TRULANCE® to our portfolio and dolcanatide to our early pipeline will organically grow this core business for the Company," said Joseph C. Papa, chairman and CEO, Bausch Health. "In 2019, Bausch Health will continue pivoting to offense with research investments and strategic acquisitions and alliances in our core businesses – therapeutic areas that will both drive Company growth and where we can have the biggest impact on the lives of the patients we serve."
Synergy's flagship product, TRULANCE® (plecanatide) is a once-daily tablet approved for adults with chronic idiopathic constipation (CIC) and irritable bowel syndrome with constipation (IBS-C), and its investigational compound, dolcanatide, is an incremental peptide with established proof-of-concept studies in multiple GI conditions.
Wachtell, Lipton, Rosen & Katz served as legal advisor to Bausch Health in this transaction.
About Bausch Health
Bausch Health Companies Inc. (NYSE/TSX: BHC) is a global company whose mission is to improve people's lives with our health care products. We develop, manufacture and market a range of pharmaceutical, medical device and over-the-counter products, primarily in the therapeutic areas of eye health, gastroenterology and dermatology. We are delivering on our commitments as we build an innovative company dedicated to advancing global health. More information can be found at www.bauschhealth.com.
Forward-looking Statements
This news release may contain forward-looking statements, which may generally be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes," "estimates," "potential," "target," or "continue" and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in the Company's most recent annual or quarterly report and detailed from time to time in the Company's other filings with the Securities and Exchange Commission and the Canadian Securities Administrators, which factors are incorporated herein by reference and the following factors: the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the acquired assets of Synergy; the possibility that the transaction may be more expensive to complete than anticipated; diversion of management's attention from ongoing business operations and opportunities; exposure to potential litigation; and potential adverse reactions or changes to business or employee relationships, including those resulting from the bankruptcy proceedings of Synergy or announcement or completion of the transaction. In addition, certain material factors and assumptions have been applied in making these forward-looking statements, including that the risks and uncertainties outlined above will not cause actual results or events to differ materially from those described in these forward-looking statements. The Company believes that the material factors and assumptions reflected in these forward-looking statements are reasonable, but readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Bausch Health undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.
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