Alltracel Pharmaceuticals Share Discussion Threads

[wes1] 11/3/2008 17:13

Thanks alimo, I will tell Aim Regulation how I've been mugged.

alimo - if danwaits puts his email up again - get in touch with him as he has spoken to Michael Ryan.

family commitments stop me from going to the AGM but will anybody else be going?

If anybody is, perhaps they could also contact danwaits if he puts his email up again as he will be going. (he is out this evening so might not see this)

[alimo] 11/3/2008 16:29

I have had phone calls with a Brian Garrahy of Davy Stockbrokers Dublin who is IVAN MURPHY's delegated adviser fielding questions relating to the AP. takeover. He suggested if I'm not happy with the offer then I should just vote against it. I tried to ask him what he thought about the rights and wrongs of having a company stolen from under us, by directors/management who would prefer to take the company private, but he said he could not comment because Davys are the Brokers to the company. He did say that Davys operate a "wall of china" operation between the broking side and the NOMAD side. I asked if there is an ombudsman or arbitrator service to protect small shareholders, and he indicated that there is at the Irish Takeover Panel. A Mr Ryan of the ITP will phone me tomorrow.

I then spoke to someone in the London Stock Exchange who suggested I + any more of us that are fizzing over the present state of things, should email [e-mail] stating all the facts we can muster. They will definitely take a look at our comments and if they decide to investigate then they will go ahead - but will not tell us that they are doing so. However, I am assured that their investigations are very thorough if and when started. Both the LSE and the ITP want to ensure that the integrity of the markets are not compromised.

So it's up to us to get either a letter or email off to them to get things underway.

[4web] 11/3/2008 14:53

Hi Puffin,

Quite nice.... for your improvement in the future:

Ik ben Engels en spreek een beetje Nederlands. Dag!

For the ones who don't understand. I am english and speak a bit of dutch.

4web

[puffintickler] 11/3/2008 12:45

marob1 Sorry Puffin Tickler. Hope that your Dutch is as good as our English!

I doubt my English is as good as your English.

And it is true I have not made great strides with my Dutch

Ik ben Engels, ich sprecht ein beetje Nederlands

Dag!

(apologies for any errors, I have been honest and written from memory)

[wes1] 11/3/2008 11:26

Full thing is here

[wes1] 11/3/2008 11:10

I guess we might know more later. This is in today's Independent IE

Details of a scheme of arrangement in relation to Alltracel's proposed acquisition by US firm Hemcon Medical Technologies, are due to be sent to shareholders later this week. Last month, Hemcon said it had agreed to pay almost £21m (€27.5m) in cash to steal Dublin-based Alltracel.

[supernumerary] 11/3/2008 10:53

troutisout - all votes will be cast, because the chairman will vote on behalf of those who can't be bothered to do it for themselves. If you don't vote, you are implicitly voting in favour

[buywell2] 11/3/2008 10:40

The truth of the matter is

Nobody knows here just how this scheme of arrangement works

Which I guess is what was intended

[troutisout] 11/3/2008 10:10

Wes1,

Is it not 75% of votes cast? therefore if only 60% of shareholding vote then they would only need 45% to pass the motion.
This looks a underhand way of buying, rather than have to wait until a full 75% of the shareholding accept the offer and 90% before they can compulsory purchase the remainder.

Trout.

[wes1] 11/3/2008 09:59

I thought that numbers was doing something?
Some have sold.
I guess the thieves are banking on us being disorganised.

Also seem to recall a number of posts over the last 12-18 months that were over the top in anti-management sentiment.
I'm beginning to think they were all part of the "master plan"

[supernumerary] 11/3/2008 08:38

Wes - these schemes are obviously more common than I thought - I just hadn't come across one before. On the voting, as far as I can remember the voting form also usually allows you to designate the chairman as your proxy and instruct him how to vote, either for or against as you wish, so it can all be done by post.

I won't argue on the interpretation - as I said, I think it needs clarification. In any case I don't think it matters much, since it seems pretty clear that nobody's actually going to organise opposition and without that it won't happen. imo.

[wes1] 11/3/2008 08:33

It still reads to me as -

Voting at the court meeting will be by a head-count provided that those heads represent at least 75% of shares.

Voting at the EGM will be a simple majority by head-count irrespective of shares held.


I rest my case m'lud

[wes1] 11/3/2008 08:22

super - In the land of the blind, the one-eyed man is king.

Apart from which, I can't see anything in this "Scheme of Arrangement" that is "normal"

[supernumerary] 11/3/2008 00:06

Wes - Sorry, much as I enjoy correcting people, in this case I can't because I find the wording ambiguous myself.

I would say however that the normal rule with voting is that if you don't vote yourself, and you don't assign a proxy, then the chairman is assumed to have your proxy and will vote on your behalf. In other words, if you want to vote against the resolution, you must either be present and vote yourself, or assign a proxy to someone you trust who will vote against it on your behalf. If your shares are held in a nominee account, you will need to contact your broker for the necessary voting forms.

As regards the majority voting I read it that for the resolution to pass they must fulfil two separate conditions:

1) a simple majority of shareholders (ie greater than 50% - their 'majority in number') votes in favour, and
2) owners of 75% or more shares vote in favour.

The first condition is usually easy to obtain, because most voters can't be bothered voting, so the chairman gets the votes by default. The second is more difficult.

I may be wrong in that interpretation, and I think someone should seek clarification from the company or registrars.

[wes1] 10/3/2008 23:22

'To become effective, the Scheme requires, amongst other things, the approval at the Court Meetings of a majority in number of Alltracel Shareholders, present and voting either in person or by proxy, representing three-fourths (75 per cent.) or more in value of the Alltracel Shares held by such holders, as well as the approval by Alltracel Shareholders of resolutions relating to the implementation of the Scheme at an EGM to be held directly after the Court
Meetings.'
...............
So they need 75% by value of shareholders (present or by proxy) to attend the Court meeting - regardless of which way they vote.

If there isn't 75% by value of shares then there can be no vote

Once 75% by value are there they only need a majority of those present to vote in favour - irrespective of how few shares that majority hold.

They could swamp the meeting with employees, friends and family and thieves to vote for the motion.

Or does it mean 51% of 75% by value required to carry the vote?

So the answer is not to attend or vote by proxy -

Please feel free to correct me if I'm wrong

[troutisout] 10/3/2008 20:09

Just an onlooker, but when a Company is taken over then they generally require 75% of the shareholders to accept before they can go unconditional, but something stinks here with this is a scheme of arrangement. Can anyone confirm or correct this, but I read it as they only require 75% acceptances from those who vote either by proxy or in person. There is a world of difference between 75% of those on the list of shareholders and 75% of those shareholders that vote.
Anyone else any thoughts?

[jellyman2] 10/3/2008 19:33

buywell the scum in dublin probaly let most large holders know hence they prob avge 10pish then let the other scum know what the lowest they would accept

[marob1] 10/3/2008 16:56

Sorry Puffin Tickler. Hope that your Dutch is as good as our English! Thanks for the correction.

[buywell2] 10/3/2008 14:41

Has the EGM date been set yet ?

75% is going to prove tough to get methinks

[4web] 10/3/2008 10:47

Have been away for a few days, but agree with Buywell. I think a cosmetical deal will be signed soon. Same with CVH. It's a laugh what is happening.

Buywell... you say you know... how do you know? I do think I have heard J&J once too about cosmetics.

We are being robed here and I still am very pis...

[supernumerary] 09/3/2008 15:30

Maybe someone should write a letter to Michael J Lydon asking him what Convatec's position would be with respect to their agreement if AP were taken over by one of their competitors?


'Michael J Lydon PhD, Vice President Global R&D in ConvaTec commented:


"ConvaTec acknowledges the significant commercial opportunities that
nanotechnology presents in the field of professional wound care. This agreement
recognizes our continuing commitment to develop this technology to enhance
products and offer improved wound care solutions for our patients." '

[danwaits] 09/3/2008 13:24

Looks like things are getting interesting at ConvaTec; maybe they could put a spanner in Richardson's well laid plans.



Apax Partners, the British ­private equity group, has emerged as one of several potential bidders for ConvaTec, the £2bn wound care business being sold by the US pharmaceutical company Bristol-Myers Squibb.....Analysts noted that the likes of Johnson & Johnson, the US healthcare titan, and technology group 3M may be interested in buying all or part of ConvaTec.

[puffin tickler] 09/3/2008 06:32

jetje + marob 1

You lose money, it is knots you loose(n)

[supernumerary] 08/3/2008 14:44

buywell - of course there is - read the scheme of arrangement:

'To become effective, the Scheme requires, amongst other things, the approval at
the Court Meetings of a majority in number of Alltracel Shareholders, present
and voting either in person or by proxy, representing three-fourths (75 per
cent.) or more in value of the Alltracel Shares held by such holders, as well as
the approval by Alltracel Shareholders of resolutions relating to the
implementation of the Scheme at an EGM to be held directly after the Court
Meetings.'