Alltracel Pharmaceuticals Share Discussion Threads

[targatarga] 01/5/2008 14:10

06015197 - well done.

[06015197] 01/5/2008 14:09

Breaking news.

An affidavit of objection to the proposed deal has been lodged in the Irish High Court, with the effect that the Alltracel legal team asked for a posponement to consider the serious issues raised in the affidavit.
The case is now listed for 9th may.

[06015197] 01/5/2008 13:51

Let's wait and see if the High Court approves the deal. The fat lady hasn't sung, as yet.

[targatarga] 30/4/2008 15:06

i met nick hart finance guy years ago when he worked at cantab pharmaceticals. got the impression he didn't like shareholders. regards

[jellyman2] 30/4/2008 14:43

What for its a done deal!!!!!!!!!!!!!!!! like it or not, right or wrong, good or bad, in pi's interests OR NOT.

[danwaits] 30/4/2008 10:52

Anyone going to the High Court on Friday?

[buywell2] 17/4/2008 10:18

Followed by ...

'Dispatch of cheques/electronic settlements (as appropriate):
No later than 20 May 2008'

[06015197] 16/4/2008 15:34

Date for High Court hearing set for 2nd May.

[alimo] 15/4/2008 14:21

OOPS!! Sorry, I should have written [e-mail]

243000 sold today and still the price rises! Who's pulling the strings? Does this indicate long spreadbetting, or is this a gradual slide toward the 14p offer?

[buywell2] 15/4/2008 09:56

alimo

[e-mail] don't work

[jellyman2] 14/4/2008 12:32

well saif buywell

[buywell2] 14/4/2008 10:13

I suggest any folks unhappy with what has happened and still hold shares send emails to [e-mail]

Otherwise stop moaning and get on with your lives

[alimo] 12/4/2008 11:35

buywell2

Micael Ryan can be contacted at [e-mail]

I think it will need everyone who didn't get any Scheme Document and proxy voting papers to email him with details of the kind of reply given out by the nominee. DAVY are AP.'s financial advisers and will have known that there would be all sorts of confusion in important info getting through to each nominee shareholder. It has been the easiest takeover for Alltracel and they knew this would be the result, because they knew they could deliver votes. What I want to argue is, why should they have been allowed to exercise greater voting authority than under the nominee system???

I even didn't click to it, until I contacted Hargreaves Lansdown to find out why they hadn't sent me the Scheme Doc, and that was only a bit more than a week to go!

[buywell2] 12/4/2008 10:17

alimo

Why don't you put Michael Ryan email address up , then others can let him know the extent of the nominee problem reagards merger/no voting documentation

[puffin tickler] 12/4/2008 08:14

...the same person who stuck "continue" at the end of all the other bulletin boards I expect!

[alimo] 12/4/2008 01:47

06..

I've emailed and spoken to Micael Ryan at the ITP. It's interesting he answered the Nominee irregularities with

'As regards shareholders not receiving the documentation, we have not received any complaints in this regard and I had not been aware of any problems until you raised the matter. I should point out that an offeror satisfies his obligations by sending the documentation to the address of the shareholder as it appears on the share register.'

Who's fitted the "Continue" click button at the end of our BB?

[alimo] 12/4/2008 01:08

I hope this gives an idea of what happened on the 4th.

ALLTRACEL? – IT'S A SCRUM 5!

Everywhere you go in Dublin, the visitor is reminded of the quality of rugby played in this country. Ah, those were the days, when my visits were rewarded with victory, against the odds!

On that Friday, Shareholders turned up at Fitzpatrick Castle Hotel, Dublin, to the Court Meetings, to take the offensive against a trio of 'Independent' Directors who have all but given the Alltracel keys to Hemcon from Portland, U.S.A., for not far short of free. The 'Independent' front row trio were there to justify their weak reasons for taking Alltracel private, and out of Irish Control, and out of shareholder control as well, and they repeatedly fell back to their 'own goal' line, with their unseemly confident repost – let the shareholders decide; likened to a defensive touchdown in goal, to get a breather and regroup. The referee has to refer it all to the judges at the High Court, for, on the face of it, it would appear to the educated observers, that the flankers have been busy working to make the Hemcon take-over a success, despite all the protests of shareholders.

There may have been about 45 people in the first Court Meeting, comprising shareholders, and a team of others who must have qualified to get in under some pretext or another. One of the others had to be the company legal adviser or coach, with actions similar to a bookie's runner as his hand signals were given to the trio, influencing which questions should or should not be answered.

After considerable calls for penalties by the anti-Scheme team, the formalities allowing Computershare Investment Services (CIS) to collect the 'In Person' proxy voting slips, went ahead. Then without hearing from CIS about which way these 'In Person' votes were cast, we were told how many proxies had been sent in and the number of shares these represented. Out of 276 proxies sent to CIS, 220 were FOR and 54 were AGAINST. The total FOR votes of shares only represented 50.1% of the total Alltracel shares of 142+ million. Knowing how many small investors have been 'injured' by the 14p offer, one was left in wonder at the quality of stitching used.

This first Court Meeting was adjourned about an hour later than expected, but the second Court Meeting, held to consider the voting of the Management Class under the Scheme was adjourned in record time.

The EGM followed immediately, and CIS collected the blue forms representing the 'In Person' voting, cast either FOR or AGAINST the Ordinary Resolutions. Then the Chairman announced, sensing victory, despite being trapped on their 'own goal' line, that the share count FOR all the Resolutions came to 94.7% of the total EGM proxy count. Wow! That seems pretty impressive, but, only 43% voted FOR out of all the 142 million company shares. Before this meeting adjourned, the shareholders succeeded in their request for a show of hands, FOR and AGAINST the Resolutions. By 12 votes to 8, shareholders voted AGAINST each of the four Ordinary Resolutions.

So, the playing field was chosen by the company, and out of the many questions that saw play going back and forth, perhaps five are worthy of mention:

1. Were all the 'Independent' Directors truly fit to play for the company? More to come!
2. We were told by the 'Independent' Directors not to believe the 22nd February 2008 report we read on the Portland (USA) Business Journal website, where it was reported that "The two companies started doing business together about one year ago. Acquisition talks started soon after". Alltracel 'Independent' Directors are on record in the Scheme document saying, 'to the best of their knowledge and belief' negotiations did not commence until Hemcon's first approach in December 2007! Confused? Many are concerned that even the statements don't match up. Maybe the High Court can sort this out, for if we are being misled on this matter, then who's to say what we can believe of all the rest!
3. Why was, and still is being withheld, share price-supporting information withheld from shareholders at such a crucial time as this? Yet management allowed due diligence to go ahead in December to enable Hemcon to have all the information, denied to shareholders; the very information shareholders were waiting for, with great patience.
4. How is it possible that directors, who have sanctioned expenditure of probably over £65million, over 12 years, on R & D and other costs, are able to rush into selling the company to Hemcon for an agreed £20.8 million? Shareholders have stood by the directors, so why is there what seems like indecent haste to give it all away, especially when the company is reported by the 'Independent' Directors to be in a general position of strength, not weakness?
5. Why did we start hearing in the week leading up to the Court Meetings from shareholders that were having trouble accessing the Scheme document and proxy forms? The excuse from their nominee account managers, explained they had heard the Scheme was a merger, and a done deal, so there was no point in sending out the documents. Perhaps, because most private investors are in nominee accounts with the large financial managers; just perhaps, this explains the poor proxy returns, and poor percentages of shares counted, compared with the total 142 million Alltracel shares.

Were these unreasonable questions? No, they were not. But then the Company front row trio was thinking it doesn't matter, because the proxies and share count will secure a win anyway.

So, we are back to the scrum 5! The ball goes in, and the company collapses the scrum. The referee wants to award a penalty goal, to the shareholders pressing against the Scheme. He has to consult the confusing laws (just like the television judge), the laws chosen by the company directors, its solicitors and its financial advisors, to 'fix-it' for Hemcon. The AIM NOMAD (also in DAVY) needs to examine the correspondence between the discretionary clients, to find out how many gave instructions to vote FOR the Scheme.

We need to delve into the discretionary votes, we need to get answers from CIS who know how and where the votes came in from. Davy and others may have to answer their special position of influence. The DOCE and High Court will want to know that if any influences have been exerted, then this will have to have been done in an equitable way.

At the end of the day, I am a retired private investor with much of my pension at stake in Alltracel. The above summary is only my analysis of what has taken place to date. I would not be taking care of myself or my family if I did not seriously question whether the take-over has been handled with the complete integrity it deserves.

Since I wrote this I see the RNS shows the total voting including those that turned up to the meetings. Its obvious that most shareholders there voted AGAINST by 14 to 8 in the first Court Meeting! Even worse is we now know that the total proxy votes don't even reach 50% of the 142+million shares, which is hardly representative. The High Court should order another election, and ensure that every shareholder gets sent proxy forms, especially where they are nominee or discretionary, and the bill should be paid by the 'Independent'Directors, and DAVY the Financial Advisers, for coming up with the Scheme of Arrangement. If they don't, it will appear that the High Court will condone, what looks quite like a very few people are able to manipulate the law and possibly the nominee/discretionary holding systems to bring about a distorted result. The law also needs to be tightened up for future company takeover activity, to ensure that at least 75% of all shareholders actually vote.

I hope the Ireland High Court takes note of this and throws this Scheme out, at least until the voting truly represents a majority.

[targatarga] 11/4/2008 13:28

06015197 - when you say our chairman was flying by the seat of his pants do you mean he had an easy ride or was he about to parachute out! regards

[06015197] 11/4/2008 13:13

Super,
Can't say much at the moment for obvious reasons. Suffice to say the onion is being peeled and there are more circles to it then even I imagined.

[supernumerary] 11/4/2008 12:42

06 - OK, thanks, at least that's clear - there was nothing about the purpose of the thing in the papers I saw.

Your remark about the chairman is unnerving - even if you succeed in stopping the takeover, you leave the business in the hands of people who have proven far from competent. It risks being a Pyrrhic victory...

[supernumerary] 10/4/2008 11:06

alimo/06 - what was the story behind the 2nd court meeting? I'm surprised that so few votes were cast. Effectively the fate of the company was decided by the 5 votes and 2M or so shares in favour, which wouldn't represent a quorum in any other circumstances.

I obviously haven't seen all the paperwork sent to shareholders so I don't know what it said, but this rns: made it clear there would be two meetings. Why did so few people attend? And when completing the proxies, was it clear that there were two votes and therefore presumably two forms to fill or boxes to tick?

It may be a fruitful avenue to explore - if shareholders weren't properly informed (and something odd seems to have happened, to the 'yes' votes as well!) then it's hard to argue the vote should be binding.

[06015197] 09/4/2008 12:37

alimo,
who is your contact person at the Irish takeover panel ?

[buywell2] 09/4/2008 10:10

I suggest that a means be found whereby AP. are made to publish their results.

These must have already been prepared, and HemCon must have looked at them