Celadon Pharmaceuticals Share Discussion Threads

[boadicea] 14/8/2009 23:36

I nearly always have such a feeling with buy-outs and private equity.
In the first place , the share price too often gives the impression of having been manipulated for a period - sometimes as long as a year or so - before the offer finally comes. (RTD was the most blatant case of this that I recall.)
I am also naturally suspicious of 'agreed' offers for healthy and successful companies where there is an obvious temptation for mutual back-scratching between the parties to the exclusion of the shareholders. In the current case, I believe the preliminary report was uncharacteristically down-beat with the deliberate aim of softening-up the shareholders to accept a low-ball offer. Dividend policy is another weapon in their armoury.

This doesn't mean all invetors will necessarily end up with a bad deal; just that one has to be aware of the game being played and adopt a corresponding strategy.

At least in this case the market is giving out a clear message that a better offer is expected.
In most similar cases that I recall, where an offer was expected to go through (e.g. RTD or NSB), the share price has always remained at a discount of a few per cent to the offer price which is where it began on the first day - around 227/233p (bid/offer).
Our best hope is for a 'hostile' party to enter the scene.

[wywcu1] 14/8/2009 21:08

boadicea I have no intention of accepting but I have a horrible feeling that we are being stiched up (one way or the other).

[boadicea] 14/8/2009 20:09

Sounds very odd to me. I don't see how they can send a cheque before the offer goes unconditional although I think you would probably get an acknowledgement.

However, if you intend to accept the offer and don't expect it to be increased, are you not better off selling in the market as the sell price is 233p? You will get your money without waiting for what may be months.
If you think the offer will be increased - you can wait until that happens as my belief is that you will then get another chance. Note that if everyone (includung institutions) does that it actually increases the chance of a better offer.
If it goes unconditional you will also get another chance at whatever price that is at.
If it lapses, we are all back to square 1 anyway.

I suggest you read the small print carefully and if in doubt, please don't go by what I have said (it's what I would do or expect to happen, not advice to you) but phone your broker.

Personally, I'm sitting on my hands and hoping the ball ends up in their court to make a more reasonable offer - minimum ~260p but if contested then probably ~285p imho.

[wywcu1] 14/8/2009 18:57

boadicea, I hold a large % in certificated form. The acceptance document requires me to sign and send the share certificate. As soon as it is received Capita Registrars are duty bound to send me a cheque. Hence my original question. The offer document is not 100% clear.

[boadicea] 14/8/2009 18:41

wywcu1 - These answers are what I believe but you would need to check them -

1) I think it's in the market rules that the same offer must be made to everyone so you would get the better offer.
2) They never own the full 49% because the acceptance doesn't operate until the offer becomes unconditional. The shares remain with the original owners. The question is only what happens to the shares already held by North Atlantic if the offer lapses. They could continue to hold as a trade investment, with the possibility of making a further offer later, or they could look to place them with institutions. They would not normally dump them for less than they paid.

[wywcu1] 14/8/2009 17:55

Can anyone please advise? Supposing the Bidders end up with 49% by 2nd Sept. What will they do? My view is -
1) Increase the offer. If they do this, what happens to all of those that have accepted the 232.5p? I have known in other situations that I was involved with over the years that by accepting you were guaranteed the higher price if the offer was increased. But I'll be damned if I can find any reference to it in the offer document.
-
2) This is the tricky one! They decide that they don't wish to increase the offer. Will they then dump the 49% on the market?
Thanks in advance.

[verger] 14/8/2009 17:08

So, Lloyds Bank bought today slightly above the asking price. Good!

[greenslug] 14/8/2009 17:06

Sorry, I've got a bit muddled up. I can hold in the Isa as long as it's listed. I will be forced to sell if they get the 75% vote to delist.

[boadicea] 14/8/2009 14:06

greenslug - "Unfortunately my holding is in an ISA so my hand will be forced to sell if they get their 50%."

As long as it has a main market quote I thought it remained ISA-eligible. Is this an ISA restriction that I hadn't heard of?

[greenslug] 14/8/2009 11:48

I received my letter re the offer from Barclays today. Interestingly their default is not to accept so I need to do nothing. Unfortunately my holding is in an ISA so my hand will be forced to sell if they get their 50%.

[verger] 14/8/2009 09:33

If it's an accept, why has the price gone up?

[dpeach] 14/8/2009 08:56

Flow - uppola is this getting interesting presume today's announcement that Arnhold and S. Bleichroeder Advisers, LLC shares will be an 'accept'.

[go with the flow] 13/8/2009 16:58

Self Trade had a secure message waiting for me in my nominee account......

The following corporate action is due to take place on a security that you hold within the Selftrade pooled nominee account.
Terms: TAKEOVER
The Board of Nastor Investments Limited, a newly-incorporated company formed and controlled by funds managed by North Atlantic Value LLP, and the board of Celsis have announced that they have reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued share capital of Celsis not already owned by the NAV Funds.
Terms: 232.5 pence per Celsis Share in cash. As this is a recommended offer, we will arrange to accept it on your behalf. However, if you wish to decline the offer, please notify us in writing by letter or secure message no later
than 5.00pm on 25 August 2009.

I declined citing it was a derisory offer which they subsequently ackowledged.
Flow

[dpeach] 13/8/2009 16:54

boad - They need 75% to enable them to de-list don't they ? (in the offer doc)
Also last sale of the day 16:35 being for 2.34p ??

[boadicea] 13/8/2009 16:45

Not intentionally. I think it happens when I use the back arrow, then add an afterthought and resend. Must remember only to use the 'Edit' facility.

I have checked with BSL about acceptance/rejection and they say there is already letter in the post dated 12th Aug which should arrive tomorrow.

The share price action certainly indicates the possibility of a higher offer.
The question may become this - Will they go unconditional on a bare 50% or will they want 75% (to ensure they can get all votes through) or 90% (to compulsorily acquire minority)?

[dpeach] 13/8/2009 13:39

any thoughts looks like 44800 bought today, 33800 at mid price and 10000 just over...hmmm. So far when Nastor / KBC etc buying they have not shown on advfn.
And just ticked back up again.........

[dpeach] 13/8/2009 13:06

boad did you do that just to get 900 ;-)

[boadicea] 13/8/2009 12:20

Last week CEL, this week ALM (see my 850) announce an approach - not yet an offer.

Who next???
I suppose VLK is a vague possibility at its current share price

Verger - share price coming back a bit could indicate that any distressed shorters have now managed (or been forced) to close. Poor things!

[boadicea] 13/8/2009 12:20

Double entry -deleted (see next)

[dpeach] 13/8/2009 11:31

Just checked the recent Rule 8.1 / 3 disclosure today and yesterday - this shows @ moment Nastor still only on 39% (including Gartmore) so haven't been able to pick up hardly any less than 1% since announcement, so really depends on other institutions and PI's not accepting current offer. Out of interest are KBC allowed to buy at any price and then sell on to Nastor at 232.5p or below?



2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE


(a)Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)


+------------------------------------+--------------------------+----------------------------+
| | Long | Short |
+------------------------------------+--------------------------+----------------------------+
| | Number (%) | Number (%) |
+------------------------------------+--------------------------+----------------------------+
| (1) Relevant securities | 4,400,893 (20.1%) | |
| | | |
+------------------------------------+--------------------------+----------------------------+
| (2) Derivatives (other than | | |
| options) | | |
| | | |
+------------------------------------+--------------------------+----------------------------+
| (3) Options and agreements to | 4,143,869 (18.9%) | |
| purchase/sell | | |
| | | |
+------------------------------------+--------------------------+----------------------------+
| Total | 8,544,762 (39.0%) | |
| | | |
+------------------------------------+--------------------------+----------------------------+

[verger] 13/8/2009 11:14

Bid and Offer prices converging; do mms want a bit of activity?

[dpeach] 12/8/2009 18:02

hi greenslug I only knew process as rang selftrade and said specifically corporate action taking place !!! they said they needed ya / na by the 20th august

[greenslug] 12/8/2009 17:20

I can't believe the default is accept. Waiting to hear from Barclays Stockbrokers re mine.

[dpeach] 12/8/2009 10:49

just got email to online account via Selftrade saying need to reply as to my vote and if i didn't reply would automatically be a 'accept' vote, as the board had accepted - SO CHECK YOUR MAILS...

[verger] 11/8/2009 12:38

It's more likely that an increased offer will be made after September deadline rather than a counter bid. But let us all now pray for a counter bid!