Alltracel Pharmaceuticals Share Discussion Threads

[alimo] 24/2/2008 15:52

The thing that really gets to me is the press reports given out by Hemcon, where they reckon it's all a done deal. They expect revenues to shoot up to $100 - well that must be coming principally from AP. because Hemcons revenue was only $40m in 2007 + AP.'s

The Portland Journal had just a wee bit more to say

To execute and broker the deal, HemCon formed a wholly owned subsidiary called Castlerise Investments Limited. The structure offered tax advantages for HemCon, company officials said. Alltracel will be a wholly owned subsidiary of HemCon following the acquisition, maintaining its headquarters in Dublin.

The two companies started doing business together about one year ago. Acquisition talks started soon after.

Founded in 2001, HemCon created a new type of bandage -- made from material extracted from shrimp shells called chitosan -- that bonds to even the most severe wounds within minutes of being applied. The company has reaped millions in military contracts, but is making a strong push into the civilian medical market in the U.S. and abroad. The company recently released an over-the-counter version of its bandages that it has distributed to more than 1,000 retail locations, including grocery stores and pharmacies.

HemCon has 110 workers and reported $24 million in revenue in 2006, up 100 percent from 2005. It reported just shy of $40 million in 2007.

HemCon President John Morgan said the recent tightening of credit markets made it somewhat challenging to obtain financing for the deal.

"It's a conservative credit environment, and we had to deal with that," Morgan said.

As you see, a done deal, which does NOT tie in with the statement our directors issued on 21st Jan 2007. They knew the offer was 14p by then and should have told us. The whole of the world would have bought AP. at 9.25 if proper disclosure had been made in that statement. But our directors chose to conceal this info to deliberately prevent the share price from rocketing up, and by doing so they have manipulated the SP, which is MAD practice, and I presume they will be answerable to the FSA. Suggest you email the FSA to make this complaint - for starters. When they make enquiries they have powers to investigate all the dealings of 2007, so let's get them interested.

[alimo] 24/2/2008 15:29

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[danwaits] 24/2/2008 11:21

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[4web] 24/2/2008 10:43

Well said Alimo and Wes. I don't hold much, but my 210.000 shares are in for the struggle.

On average I bought for 27 penny, 19 penny 11.25 penny and 9.5 penny. I think after ten years I have about a -30% ROI.

[wes1] 24/2/2008 06:33

I think the goalposts were moved some time ago, Hemcon and AP. directors have been kicking the ball in a direction to get the results they wanted.

the civilian bandage alone will more than repay Hemcon for the outlay.

Everything else is in for free - in other words, stolen from shareholders.

All neatly packaged ready to be picked up by AP.directors and Richardson won't have any shareholders this time. Just sit back and count the revenues coming in from anti-cholesterol (Pagacol and CholMate) and then there's cosmetics and cosmeceuticals.

[wes1] 24/2/2008 06:18

Thanks alimo, just a question of making a bit of effort and not leaving it to others. What we (I) need is someone who has been through this sort of thing to post e-mail addresses and contents required so as to make the exercise easier and less time consuming.

I believe there has been non-disclosure -

The Nanopeutics scientist is on public record that a nanoplaster will be on sale before the middle of 2008 She must have said this prior to 2/1/2008

She is referring to KytoStat - the civilian bandage

The key nano patent with relevant dates is here see my post no 1858

Someone else thinks it's odd - this article has just appeared on the net in particular -

"The companies didn't release financial details - Alltracel apparently didn't even put out a release, which is odd for a public company - but Thomson Financial reports that Hemcon will pay £20.8 million ($40.9 million) in cash for Alltracel. Hemcon claims that the combined companies will post 2008 revenues in excess of $100 million.

That's a pretty staggering estimate, since it looks like Alltracel barely cleared €20 million ($29.7 million) in revenue last year, and suggests that military sales and the ongoing war in Iraq have been very, very good to HemCon. The company says it's expanding into consumer markets as well, and plans to launch an over-the-counter version of its bandage called KytoStat later this year."

[viking1066] 23/2/2008 17:38

It was more likely a tick the boxes exercise.

A few phone calls...

Broker: "Do you want some of this?"

Answer: "What? Eh! who?, what is Alltracel?" :-)

Okay no one said yes. Tick that box :-)

[wes1] 23/2/2008 15:28

soup (tomato?) - You are right about the blood filtration and could be right about the anti-adhesion though I get the impression that all Hemcon are interested in is their shrimps.

A squaddie won't be bothered what he looks like in the heat of the moment but it's a different story for others - thinner, flexible , unobtrusive plasters - must be worth a goldmine - but apparantly not.

all those six month trials for cholesterol and cosmetics that have been conveniently dragged out - now we know why.

I wonder who they approached, and when, and what they put on offer.

[supernumerary] 23/2/2008 14:42

wes - I could see the anti-adhesion being of interest to them, as it fits well with the surgical dressing market, but to add to your list I don't suppose they're interested in blood filtration either.

[wes1] 23/2/2008 14:37

Hemcon have no interest in cosmeceuticals ( )

Hemcon have no interest in tooth whitening ( )

Hemcon have no interest in anti-adhesion ( )

Hemcon have no interest in PTFE technology ( )

Hemcon have no interest in drug delivery ( )

all they want to take is our nanospider for their shrimps

[supernumerary] 23/2/2008 13:00

Puffin - ok, I agree, delete 'benign' lol

[alimo] 23/2/2008 12:50

I thought someone posted here that "independent" Davy considered 22p to be the value only a few months ago, and that was before the year end figures and positive statement about future sales prospects from the IP.

[alimo] 23/2/2008 12:43

The Financial Services Authority (FSA) is an independent organisation responsible for regulating financial services in the UK.

The FSA's aim is to promote efficient, orderly and fair financial markets and help retail financial service consumers get a fair deal.

The FSA was set up by government. The government is responsible for the overall scope of the FSA's regulatory activities and for its powers.

The FSA regulates most financial services markets, exchanges and firms. It sets the standards that they must meet and can take action against firms if they fail to meet the required standards.

[puffin tickler] 23/2/2008 12:31

Super

I agree it would be hard to prove, that is why I am mentioning it now. Also, note that there will not be any "benign neglect" under Hemcon if it is the same ex Altracell managment left in charge of the relevant businesses.

What a coincidence that would be m'lud!

[supernumerary] 23/2/2008 12:26

4web - ignore him - he's a fool and a liar.

Puffin Tickler - thanks for the TRT summary - I was aware of the revolt but not the details. One similarity here is the need for 75% acceptances, which does make it possible to stop it - one big holder and a group of small PIs would probably do the job.

I think a later sell-off of part of the business to the directors (oralcare?) is well on the cards, but proving wrongdoing would be very hard. The current price has been declared fair by the 'Independent Board' advised by the independent Davy. The part subsequently sold on would no doubt have suffered a year or so of benign neglect from Hemcon and so be nearly worthless.

His theft is your bargain is my 'fair and reasonable' price...

[4web] 23/2/2008 10:16

so international, that's why you were trying to talk it down. Don't know why you were once trying to talk it up.

It is written in stone, a deal is done! Etc.

[puffin tickler] 23/2/2008 07:46

Re Transense, I was a shareholder involved right through the process.

It was a far more obviously dodgy deal than the takeover proposed here. There were no obvious synergies and the main director pushing the deal would have had a cushy highly paid management job in the new company.

The shareholders were already well organised and knowledgeable and they had invested for a risky multibag profit. After the takeover the new company would have been a fairly ordinary engineering outfit. Over the period the deal was being considered but not public the share price fell by 80%. Finally the deal needed 75% acceptances so it was a realistic target to find 25% held by small holders. In the event a large private shareholder went publicly into the "no" camp which helped definitively stop the deal.

Since the successful revolt the price has gone down to 2/3 of the takeover price, so not very profitable so far.

I think it unlikely that the same could be done here unless some white knight emerges from the woodwork. The share price is well above its low point and future prospects are not very clear.

However, I am rather suspicious why Hemcon are doing a complete takeover including bits of business they are unlikely to want. If subsequently existing Directors of Altracell end up buying part of their old business from Hemcon at a knock-down price then it will be clear that this was the plan from the start and that they were never acting in the interests of shareholders but acting for themselves. As there would then be a case for prosecution I doubt this will happen but the deal does look very odd.

[alimo] 23/2/2008 02:25

Come on you guys, cheer up. Even on the blackest of days, there's still hope - I mean Scotland might just stuff Ireland at rugby today. Suppose all our directors will be at the match, smoking their nice big fat cigars, but..... well, where do they go from here.

In a year they'll all be looking for jobs - the Americans will stuff them by fair means or foul, because they'll know that if our directors/management can be bought off so easily then they are not worth the shirts they are wearing. They haven't even told shareholders what the fundamentals for 2008 are! And they haven't even reported what they have been doing for the last six months.

Now let's be cool about this, and find out if we have any connections with AXA, Hellium, Appian and Gerald Brannan. Are they all complicit, or are they waiting to see what transpires.

First we need to alert the FSA to be on guard, and to get someone with expertise involved. Is there anyone who knows how to set up an email address like on the SPS board, where we can email our holdings because we need to find out if there is every possibility of getting the (hey, that's only half of what I posted - I'll have to write again later)

[wes1] 22/2/2008 21:33

HemCon made an initial approach to Alltracel in December 2007. Alltracel's board considered the initial approach and, in order to fulfil its fiduciary duties to Alltracel shareholders, it allowed HemCon to undertake financial and legal due diligence on the company in order to facilitate the formulation of an offer for the company.........

........................If Alltracel pursues another offer, it has agreed to pay specific quantifiable third party costs and expenses incurred by Castlerise and HemCon in connection with the acquisition.

[wes1] 22/2/2008 21:22

Alltracel focuses on taking proprietary technology from research right through to commercialization in the global health care market, including private-label oral care products licensed in Europe through the Butler and GUM brands. The company also licenses technologies in cosmeceuticals, nutraceuticals and wound care. The agreement opens up distribution opportunities for HemCon's KytoStat Bandage and other chitosan-based products in Europe and Alltracel's oral care products and medical technologies in the U.S.

Post completion, the acquisition will provide HemCon access to Alltracel's joint venture with Elmarco and its proprietary nanotechnology manufacturing process called Nanospider(R). HemCon will seek to leverage this process to aggressively grow its market share in acute wound care products developed from chitosan.
full article here -

[4web] 22/2/2008 21:19

and we haven't had much news for the past year, so it seems to fit.

Wonder what will happen to Alltracel once it's taken private.

Hemcon isn't interested in Synpart or Westone (oral care, etc.). Will our management buy it back?

[wes1] 22/2/2008 21:15

Here's the reason why the share price was brought down,and the directors stopped giving information including a key patent - they've been planning this for almost a year.

"The two companies started doing business together about one year ago. ACQUISITION TALKS STARTED SOON AFTER."


The acquisition will give HemCon, one of Portland's fastest-growing businesses, a strong and immediate presence in Europe, and will also offer Alltracel inroads into the U.S. market. The deal will also boost HemCon's manufacturing capabilities through access to Alltracel factories, and offer access to a proprietary nanotechnology manufacturing process called Nanospider.

The purchase is a cash-for-stock arrangement worth about $40.8 million in U.S. dollars, or $20.8 million pounds sterling, according to Thomson Financial News. The deal is subject to approval by Alltracel's shareholders and the Irish High Court, but HemCon leaders hope to close the sale in the second quarter. HemCon would take publicly-traded Alltracel private as part of the transaction.

Based in Dublin, Ireland, Alltracel manages commercial offices in London and Cologne, Germany. It also operates a research and development subsidiary in the Czech Republic and manufacturing facilities in Shenzhen, China. Alltracel focuses on taking proprietary technology from research stage to commercialization, including private-label oral care products licensed in Europe through the Butler and GUM brands.

To execute and broker the deal, HemCon formed a wholly owned subsidiary called Castlerise Investments Limited. The structure offered tax advantages for HemCon, company officials said. Alltracel will be a wholly owned subsidiary of HemCon following the acquisition, maintaining its headquarters in Dublin.

The two companies started doing business together about one year ago. Acquisition talks started soon after.

Founded in 2001, HemCon created a new type of bandage -- made from material extracted from shrimp shells called chitosan -- that bonds to even the most severe wounds within minutes of being applied. The company has reaped millions in military contracts, but is making a strong push into the civilian medical market in the U.S. and abroad. The company recently released an over-the-counter version of its bandages that it has distributed to more than 1,000 retail locations, including grocery stores and pharmacies.

HemCon has 110 workers and reported $24 million in revenue in 2006, up 100 percent from 2005. It reported just shy of $40 million in 2007.

HemCon President John Morgan said the recent tightening of credit markets made it somewhat challenging to obtain financing for the deal.

"It's a conservative credit environment, and we had to deal with that," Morgan said.

Bank of America N.A. is the lead financier for transaction.