Arix Bioscience Share Discussion Threads

[affemoose] 12/12/2023 11:58

DOes anyone know if the FCA Change in Control application has been submitted yet?

[stagvalley] 06/12/2023 23:00

Seems that unless the FCA objects, RTW will buy Acacia's shares in any event at 143p but if the deal is not approved then RTW will need to fund the purchase (and would not have recourse to Arix cash). That doesn't then look such a good deal for RTW as they could buy Arix shares a lot cheaper in the open market.
I assume that the Arix shareholders could get RTW replaced as the manager if they felt strongly, as well as getting the chairman replaced. Though not easy when, apart from those owned by Acacia, Arix shares are widely spread.
Only the FCA can prevent RTW acquiring Acacia's stake as it's written into the agreement that it needs FCA approval or similar wording.

[ohisay] 06/12/2023 14:01

It is currently envisaged that the Circular and notice of the first general meeting setting out the details of the Scheme and seeking shareholder approval for the Scheme and liquidation will be sent to Arix's Shareholders in the fourth quarter of 2023, at the same time as the publication of a prospectus by RTW Bio in respect of the New RTW Bio Shares. The first Arix general meeting is expected to be held in early 2024.

A full timetable and further details of the Scheme will be set out in the Circular to be published by Arix in due course.

Well the relative share prices RTW/Arix tell you there is zero possibility of the offer going ahead so they need a Plan B dont they ?

[supernumerary] 05/12/2023 15:49

I don't think it's a matter for the FCA is it? I'd have thought the SE regulator or, more likely, the Takeover Panel.

[skyship] 05/12/2023 07:30

Surely about time that the FCA threw their hat into the ring and stopped this travesty.

[ohisay] 05/12/2023 01:26

Well researched article ...

Well, here’s one suggestion. Arix insists that Moncreiffe is an “independent” director, installed after 2021’s “strategy implementation review”. But is he really? Acacia acquired its stake from the ashes of Neil Woodford’s torched empire, using its holding in April 2021 to engineer a boardroom coup. Who did it put forward for Arix’s new chairman? Moncreiffe.

True, he may not have been a formal nominee like the two directors Acacia installed on the board, Isaac Kohlberg and Maureen O’Connell, who are considered “non-independent”. But Moncreiffe joined on the same day as them. And what has he done to counteract their influence? Arix has just five board directors, with Acacia getting 40 per cent of the seats for a 25.5 per cent stake. Holding a board meeting in the Caribbean to suit himself and the Acacia duo hardly helps. But the annual report also states that Moncreiffe is a director of “a Jersey holding company through which Acacia, alongside other shareholders, hold an interest in Viamet Pharmaceuticals”. The holding company’s name? MalinJ1, 64 per cent-owned by Acacia.

One of the two other independent Arix non-execs, Andrew Smith, also has a link to Acacia. He was the finance chief at another outfit, Sucampo Pharmaceuticals, when O’Connell was on the board as the head of its audit committee.

It’s all far too cosy.

[stagvalley] 28/11/2023 10:14

Just a reminder from The Times of 1st November."But there must be a better solution than this: a deal that shafts three quarters of Arix’s share register for the benefit of Acacia and RTW. Shareholders should kick out Moncreiffe if he can’t find one".

Arix could relatively easily have returned cash and sold listed holdings which covers most of the NAV. Difficult to have confidence in this management who messed up on corporate governance last year, wasted shareholder funds on a Carribbean jolly when their share price is at about half of what it listed at in 2017, and is willing to favour one shareholder group over another. I shall vote my shares against. I hope the FCA rejects the purchase by RTW of Acacia's shares in a special deal to favour one shareholder with either expectation of being reimbursed by Arix. Bad behaviour by both RTW and Acacia. But if the FCA don't prevent it, we can make clear we won't accept Arix reimbursing RTW at our expense, by voting no. That still leaves us in a decent position given the extent of cash and listed shares and the big discount to NAV. The current RTW share price might make the deal look reasonable but the RTW share price is likely to fall as Arix shareholders seek to sell given the shares are not very liquid.

What's the point of takeover rules if they can be avoided by deeming the takeover to be a sale of all the assets to avoid the takeover rules. Cone on, FCA, you know this is unacceptable and a very bad precedent. Peel Hunt is to be applauded for speaking out and resigning as a second broker to Arix. Always did like Peal Hunt - very helpful in their VCT shares service.

I may be wrong on this, but being long in Arix and short in RTW (though I have never shorted a share in my life) seems a reasonable strategy whether the deal goes through or not. Arix has been driven down and RTW has gone up. If the deal goes ahead, Arix shareholders currently get a notional uplift but RTW may be depressed by Arix shareholders seeking an exit. If the deal doesn't go ahead, Arix can be forced to return cash and sell listed equities once the Chairman is exited and other shareholders get their act together, and RTW share price may decline as it saw the deal as lucrative and immediately accretive. Hard to believe that this bet could work both ways so I'm interested in the comments of others. It's a fairly unusual situation. But morally, I will oppose the RTW move as no class of ordinary shareholder should be favoured over another, ever!

[frazboy] 27/11/2023 13:00

Shorting RTW shares and going long Arix is a valid strategy if you think the offer is going through. Only catch is I've no idea which platform you would use for the short

[stagvalley] 27/11/2023 11:17

Be good if it was voted down. As a matter of principle it is very wrong to favour one shareholder over others and the Chairman needs to go. But a lot of shareholders will hold via platforms and whilst voting can be done it's a bit arder work. For other similar situations, a group opposing the deal has written to shareholders reminding how to vote on each major platform. Maybe I am wrong and there is a sizeable institutional holding that will vote against

[ntv] 22/11/2023 19:23

click and add RTW to your monitor for up to date pricing

[skyship] 22/11/2023 13:41

frazboy - yesterday that site showed $1.01. Today $1.15 !!! Click on the link & you'll see what I saw.

So, indeed, if price is holding up, then no doubt supported by the house broker.

Still believe it to be a rubbish deal as holders of the new stock for sure won't be able to sell at today's price. There should be a cash alternative. Without it, this proposal will be voted down.

[frazboy] 22/11/2023 12:55

Thanks Sky but unless I'm making a school boy error the price is $1.15 which means the offer is worth around £1.35.

[skyship] 21/11/2023 13:42

Then click onto the 1yr chart.

[frazboy] 21/11/2023 11:49

Sky - where are you getting your share price data from? I have the price at $1.16.

[skyship] 21/11/2023 11:40

RTW shares continue to decline. Now down to $1.01. So the stock offer now worth just 117p.

A totally cr#p deal for shareholders. We know it, Peel Hunt know it; just our Chairman Peregrine Moncrieffe in denial. But then again, perhaps he's quietly been offered more days in the sun at the Bequia Beach Hotel!

[makinbuks] 21/11/2023 10:15

hxxps://citywire.com/investment-trust-insider/news/james-carthew-rtw-biotech-will-succeed-with-or-without-arix/a2430772?re=114889&ea=1797382&utm_source=BulkEmail_Investment+Trust+Insider+Daily&utm_medium=BulkEmail_Investment+Trust+Insider+Daily&;utm_campaign=BulkEmail_Investment+Trust+Insider+Daily

Free to register

[ohisay] 20/11/2023 01:53

Nice work if you can get it ..



Held in February last year, the meeting took place at the luxury Bequia Beach Hotel, a five-star resort where beachfront suites cost $620 a night. The hotel’s publicity speaks of a resort set in “ten acres of beautifully landscaped gardens on the pristine crescent-shaped Friendship Bay Beach with stunning views of Mustique”.
One shareholder said he was “flabbergasted that the board would jet off to the Caribbean for a meeting”. He said it raised fresh governance questions at a group that has angered some investors by agreeing a sale of its assets in a deal that gives preferential terms to Acacia.

[cc2014] 13/11/2023 09:44

Nevertheless Sky there was a vote which gave JPEL the authority to do capital redemptions and tenders without having a vote on each individual redemption etc.

[skyship] 13/11/2023 09:24

Yes, a circular and EGM 7yrs ago - 50% threshold. None of this 75% business; so no reason to accede to a 25% shareholder's wishes.

[cc2014] 13/11/2023 09:01

JPEL is in wind-down so there was a vote to approve this !

[cousinit] 13/11/2023 09:00

Acacia seem to have been content to play hard ball elsewhere.

Not sure what a Board with 2 Acacia reps on would be able to decide if they were resistant? If they did then how long would it be before a meeting requisition was submitted to remove Peregrine & Co? Those would likely be ordinary resolutions so would need some concerted opposition to overhaul Acacia's 25% block (given next largest shareholder seems to be c7%).

In no way trying to be an apologist here, but does seem that the rest of the Board were likely in a bind.

All this potential deal seems to have done is made the firesale route appear more attractive!

[skyship] 13/11/2023 08:29

Tenders and compulsory capital redemptions can me undertaken without a vote.

I'm receiving one at the moment from wind-down PE trust JPEL.

[frazboy] 13/11/2023 07:58

Sky - are you sure they can implement a capital return without a vote? 25% is the magic number for preventing/persuading the board from doing what may be in the interests of other shareholders but I don't know enough about company law to know implementing a tender offer.

[ntv] 13/11/2023 07:18

RTW Biotech Opportunities Ltd

Monthly Valuation Update, October Factsheet

-7.4% NAV movement for the month

RTW Biotech Opportunities Ltd (the "Company") announces that the unaudited net asset value attributable to the ordinary shares of the Company at the close of business on 31st October 2023 (the "NAV") was US$311.1 million, or US$1.47 per ordinary share, -7.4% from the previous month