Alltracel Pharmaceuticals Share Discussion Threads

[4web] 02/3/2008 21:21

Probably to our current management in their own private company.

[wes1] 02/3/2008 20:51

no need to go down that route if it was a fair and honest offer.

What's the betting that when the dust settles, Hemcon will decide they are only interested in their shrimps and our nanospider and sell off the cholesterol and cosmetic divisions

Probably to a private company

It's not the shrimps that stink

[4web] 02/3/2008 20:15

so they can get away with everything easily.

[viking1066] 02/3/2008 19:56

Well there you are then, it's a scheme of convenience :-) and not subject to takeover rules as they apply under normal Irish, UK or even EU conditions. It is the company that cancels the shares and hands back money to shareholders.

[wes1] 02/3/2008 19:28

Unless the rules have changed recently, this article would appear to be relevant (might not seem so at first)

German lenders set for Ireland's biggest takeover
By John Murray Brown

Published: September 30 2007 22:28 | Last updated: September 30 2007 22:28

An Irish judge is on Tuesday expected to give approval in the Dublin commercial court to Ireland's biggest ever takeover.

Surprisingly, perhaps, the €5bn (£3.5bn) deal does not involve an Irish company but rather two German banks – Hypo Real Estate, a commercial property lender, and Depfa Bank, a specialist lender to governments and to companies in the private sector.

Both have German listings. Indeed, the structure of the deal involves shareholders of Depfa being offered cash and shares in HRE.

However, for all that, the deal still comes under Irish law because Depfa, the target company, is headquartered in Ireland – and thus the asset HRE is interested in acquiring is an Irish asset.

Advising on the deal are Goldman Sachs for Depfa, and Morgan Stanley for Hypo. In turn each had two law firms, an international practice and a local Irish firm to see the process through the Irish courts. Depfa used Shearman & Stirling, the US law firm, and McCann Fitzgerald while HRE used Freshfields, the City of London practice, and Arthur Cox.

Kurt Viermetz, chairman of HRE supervisory board, said in a statement following last Tuesday's Depfa shareholders meeting approving the deal it "demonstrates that management, in spite of the current turmoil on the capital market, has succeeded in communicating the convincing strategic fit of the transaction".

Bankers say that if the parties had chosen to do the deal using a conventional offer process, the German regulator would have had some say in the process under European Union takeover rules.

The reason the Irish regulator has sole jurisdiction is because the parties opted for a scheme of arrangement, a legal procedure in Ireland and the UK where the target company's shares are cancelled and then reissued to the bidder in return for which the bidder pays the consideration to the target company's shareholders.

In effect a scheme of arrangement is an arrangement between the target company and its shareholders in contrast to a conventional offer, which is a proposal by the bidder made direct to the target's shareholders.

Another attraction is that a scheme of arrangement is also exempt from stamp duty.

The bidder incurs no stamp duty, which is a large amount on a deal of this size.

However, this may be partly offset, bankers say, by the cost involved in the extra documentation that needs to be prepared.

"We made use of the fact that Depfa is located in Ireland so the structure is a scheme of arrangement by Irish law and not subject to any takeover clause.

"With that we just need one extraordinary shareholder meeting, and a 75 per cent majority," Markus Fell, the chief financial officer of HRE, told analysts during a conference call when the deal was launched last July.

[jellyman2] 02/3/2008 13:20

as ireland is a full member of the eu. all eu laws over-ride memberstate laws unless opeted out before signing of treatys, i cant see that they would have done this for one company law,otherwise most aim stocks would have an address in ireland just for this purpose(robbing pi's)!!!!!!!!!!!!!!!!!!!!!

[supernumerary] 01/3/2008 15:05

06 - I have the impression that this is a way of circumventing the usual takeover provisions as defined by the EU Takeover Directive. I don't know how this was implemented in Ireland, but in most continental jurisdictions eg France and Germany the squeeze-out threshold is set at 95%. The lowest value I'm aware of for it is 90% in the UK.

These provisions were enshrined in the Companies Act in the UK, but I'm afraid I can't help with Irish law. I assumed from the Takeover Code Rule 8 quotes that it was very similar (if not identical) to UK law, but apparently not. It's possible that the Irish haven't actually implemented the Takeover Directive at all as there's a general shake-up of company law under way in Ireland and they may have put it off for that. On that basis an appeal under EU legislation might be possible, but rather you than me!

[viking1066] 01/3/2008 14:31

My understanding (only) of what I have read on the scheme of arrangement is that it seems to be a uniquely Irish phenomenon which has been used in a number of high profile private buyouts the biggest being ISTC which is currently underway and it provides for a requirement of 75% for all conditions to be met which would allow a court to rule in favour of "The Scheme".

Normal takeover rules do not seem to apply as from the document it appears that all other avenues have been exhausted by the Board of Directors and independent directors and the company financial advisors. With UK Stock Exchange takeover rules there is a requirement of >80% for a takeover to go unconditional. So assuming there is a >75% vote for the scheme it will go through. But don't quote me on that.

[06015197] 01/3/2008 13:31

Viking,

Do you know the position re the shareholding percentage required before the acquirer can compulsorily purchase those shares that they don'y already own.

Ie are there procedures for 50 - 75 % and above 75% and again above 90% ?

[wes1] 01/3/2008 09:00

Anyone know who the seven nominees are?

The Scheme of Arrangement is an arrangement made between Alltracel and Alltracel Shareholders under Section 201 of the Act and is subject to the approval of the High Court. If the Scheme becomes effective, all Alltracel Shares will be cancelled pursuant to Sections 72 and 74 of the Act with the exception of seven Alltracel Shares held by seven nominees. Alltracel will then issue new Alltracel Shares to Castlerise in place of the Alltracel Shares cancelled pursuant to the Scheme and Castlerise will pay the consideration for the Acquisition to former Alltracel Shareholders. As a result of these arrangements, Alltracel will become a wholly owned subsidiary of Castlerise.

[alimo] 28/2/2008 23:11

After all the good vibrations given off by AP. over the last two years ( look at the Press Reports on their wesite ), surely the directors have acted with unseemly haste in accepting the first offer to come along, which only suits them and Hemcon directors. If the big four sell out on the 14p offer, is there any sweetners that Hemcon can give to them to play along with their scheme. Surely this cannot happen without our being able to invite the SFS to investigate? Other than some sweetner it would seem that at least three of them will be acting against their clients interests and stated objectives, in accepting something like a 10/15% growth, when if they reject the offer and hold for another 10/12 months they would have the probability of doubling their money. I can't guarantee this obviously, but the forces who have conveniently driven the share price down over the last six months, are not going to be able to keep their game going, as the good news starts to unfold this year.

I would like to know, now, who made the offer 14 months ago, and what offer did they turn down back then, so we can see if the decision they made then, bears any comparison to their present recommendations.

Another thing, I've just discovered that the London Stock Exchange, AIM NOMAD for Alltracel is, guess who, and please consider if there is any conflict of interests having a NOMAD and adviser in the same firm of stockbrokers -

he is IVAN MURPHY,of DAVY STOCKBROKERS, Davy House,49 Dawson Street, DUBLIN

[wes1] 28/2/2008 22:01

Meanwhile, this is what a machine thinks the Chinese have been reading -

Ireland pharmaceutical Alltracel transfer to the identity of the acquisition

Irish media have speculated pharmaceutical Alltracel may transfer this, the company responded that indeed there are third-party expressed "preliminary acquisition intentions."
Alltracel said that if the transfer, acquisition, the company will have all of the equity offer, but discussions are still at an early stage, whether the transfer yet to be identified.
Although the identity of potential acquisitions or fan-groups, but according to the "Financial Times" reported, analysts have identified two companies, Bristol-Myers Squibb of the Department of ConvaTec trauma care and medical technology companies HemCon.
Alltracel issued bulletins, claiming that in 2007 the "good momentum of growth" is expected in 2008 Fengtou still very healthy.
Alltracel CEO Tony Richardson said that the August 2007 acquisition Synpart AG good operating performance quite good, is expected to be "significantly contribute" 2008 revenue growth.

[wes1] 28/2/2008 21:49

This is the official website of the Czech Republic with a list of the most significant contemporary discoveries -

Don't know why I posted it really, - I'm only winding myself up.

[alimo] 28/2/2008 19:01

Thanks Wes1 - I think it's worth repeating:-

LONDON, January 21 (newratings.com) - Analyst Ian Hunter of Goodbody Stockbrokers maintains his "buy" rating on Alltracel. ( See

In a research note published this morning, the analyst mentions that the company has entered into a joint venture with Venn Life Sciences Canada to provide clinical trial services. Alltracel has indicated that Synpart's integration is progressing well, with an oral care product close to being in-licensed. The company's other collaborations for developing new products are also on track, the analyst adds.

ALSO AN NOTE FROM DAVY back in Sept 07 - only 4 months before saying 14p is good value!!??

"Davy - Alltracel Strong interim results - 11/09/2007

Alltracel reported a strong set of financial results for the six months to June 2007, with all measures of profitability improving over the same period last year. EBITDA is up 64% to €592,000, revenue rose 6% to €10.1m and operating profit jumped from €71,000 to €387,000. This is driven by higher gross margins (up from 36% to 40%) from licensing.

In nanotechnology, the company has extended its development partnership with the global professional wound-care partner to the second phase following the successful conclusion of the first phase. The deal with HemCon Medical Technologies in bleed control is progressing, and the Chitosan-Nanospider technology is due to come on market in 2008.

The company has also said that it is in discussions with some new large-scale potential partners in the Cardiovascular Health (CVH) sector, particularly some leading Irish-based global food ingredient players, following the already-announced formulation breakthrough on bioactive technology for the CVH sector and development of novel delivery formats.

The company will be integrating the recent Synpart acquisition with the group for the remainder of the year and is upbeat on driving increased revenue growth and meeting full-year expectations."

All very upbeat then, so why can't they add up to value all as Goodbody do - they learned their trade at the same schools, no?

Who's buying all the shares that are being sold - Is this where we see the spectre of Castlerise manifest itself, or is it brokers working on their behalf?

[james t kirk] 28/2/2008 16:00

Well you can sell 1m online which has never been seen, so mm's will be getting stock for 12.75p worth 14p - very nice.

I sold because I didnt have enough to warrant keeping it for 0.9p per share, but the larger trades do seem strange, especially the million..

[wes1] 28/2/2008 15:24

alimo - thanks. The quote is on alltracel site

I'm getting confused now, why would anyone sell out at these prices when 14p clear is on the table - unless they are desparate for cash and can't wait?

The czech scientist has said that the nanoplasters will be on sale in the summer

[james t kirk] 28/2/2008 15:05

I've never seen the share price move liek this away from buyout price, even the brokers dont want the shares now..

[james t kirk] 28/2/2008 14:38

Well all the selling now certainly suggests that this is game over for Alltracel. I've sold all my shares with regret but cant see a positive outcome and certainly 14p looks like not being topped..

[alimo] 28/2/2008 13:09

Surely there will have to be RNS info re the share trading? Changes to any of the large holders will bring some things out of the darkness into the light. I hope the 100K buy is only a precursor to more active buying, and an indication that many aren't joyful about the theft of AP. from right in front of our noses.

[viking1066] 28/2/2008 13:04

From an accountants perspective the question to ask, aside from the share price, is "What's it worth in real value?" If there is debt add that in and see if the deal is actually worth it.

Unless there is unrealised value that is currently quantifiable, not speculated on because of the "late stage discussions", it is hard to see anyone coming in to save the day. Even a 51% vote in favour of the deal creates a stalemate and means the Board do not have to change anything except wait for someone else to coming knocking with an offer.

That poses the next question: How long are shareholders willing to wait, assuming nothing happens, and the share price stumbles back to 9p?

[alimo] 28/2/2008 12:43

Hi Wes1 - Thanks for the quality - where did you find the 21/1/2008 quote re Ian Hunter of Goodbody Stockbrokers? Seems like there is a huge divergence between his 22p and the Davy boys 14p. Ian's fundamental analysis is logically detailed and set out in the Goodbody report of toward the end of 2007. If AP. have blown it all since then, they've surely got a lot of explaining to do.

This all adds up to an unsatisfactory situation, which should be explained by AP.'s directors and the "Independent Directors" to the LSE in order to safeguard their reputations. Are all of them in agreement with the 14p valuation - none having second thought's as their consciences begin to bother them? Will they all be in the High Court to be cross-examined?

[4web] 27/2/2008 07:10

Does anyone know Ian Hunter? He must think the same of what's happening as we do.

[wes1] 27/2/2008 06:24

I have also sent an email to AS Partners

It was Goodbody who talked of 22p.

For the last year(ish) Davy the Co broker have only been paying lip service to any announcements, just repeating what had been said without any opinion or research. It was Goodbody who gave opinion - very strange.

(21/01/2008 "Analyst Ian Hunter of Goodbody Stockbrokers maintains his "buy" rating on Alltracel")

I recall posting Goodbody comments last year and making comment that Jack opened one eye before going back to sleep

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