Cyprotex Share Discussion Threads

[husbod] 25/11/2016 14:00

Hi Mr Phil

I think I am still in the dark.

Are we just getting our original cash back (plus a cash equivalent of what we have received since) or shares equal to 60p each which we then get £1.60 each for? The difference involved is substantial.

It certainly doesn't look as if a counter-bid is going to appear so I'm reducing my holding a buying elsewhere. Still keeping a substantial number as "cash" though.

[mrphil] 23/11/2016 17:02

Have emailed the company and got an immediate reply with copy of the letter so all is now clear!

[mrphil] 23/11/2016 14:08

"Pursuant to and in accordance with the terms of the Cyprotex Loan Notes, the entirety of the Cyprotex Loan Notes and associated PIK notes shall be redeemed by Cyprotex on the Effective Date. Holders of the Cyprotex Loan Notes will receive separate letters explaining the effect of the Scheme on the Cyprotex Loan Notes"

So I guess we wait for the letter.

[mrphil] 23/11/2016 09:21

Husbod, sorry I missed your earlier post regarding the loan notes. I'm not sure I consciously opted for further loan notes but then it was no surprise when they were credited to the account the first time so I must have half expected that in the back of my mind! Have we had confirmation of exactly how they are treating the loan notes? Are they being converted to new shares at the rate of 60p each?

[p1nkfish] 21/11/2016 09:53

To anyone sitting on a profit in CRX I suspect you will have chance to allocate the cash realised is an efficient fashion elsewhere in he not too distant future. Cash could be king again for a while.

Looking at the current market I am coming round to the idea that the sale of CRX is the best outcome. They would need more cash for the move and there is a bitter wind about to blow across all the markets that would hit CRX too.

A shift down in valuations would be no surprise so the timing of this exit may be fortuotous - looking on the bright side - liberating cash.

Keep an eye on Evotecs valuation as that will be telling as to what might have happened to CRX. Not immediately but in the next 12-18 months.

CRX, a great British company but not immune from what may be about to hit the markets. You could always but into Evotec in future.

[tiptop22] 18/11/2016 17:49

Evotec clearly see the real opportunity!

ABOUT CYPROTEX
Cyprotex is listed on the AIM market of the London Stock Exchange (CRX). It has sites at Macclesfield and Alderley Park, both of which are near Manchester in the UK, and at Watertown, MA and Kalamazoo, MI in the US. The Company was established in 1999 and works with more than 1500 partners within the pharmaceutical and biotech industry, cosmetics and personal care industry and the chemical industry. Cyprotex acquired Apredica and the assets of Cellumen Inc. in August 2010 and the combined business provides support for a wide range of experimental and computational ADME-Tox and PK services. The acquisition of the assets and business of CeeTox in January 2014 has enabled Cyprotex to expand its range of services to target the personal care, cosmetics and chemical industries. In 2015, Cyprotex launched its new bioscience division to expand its capabilities into phenotypic and target based screening. The Company's core capabilities include high quality in vitro ADME services, mechanistic toxicology and high content toxicology screening services, including its proprietary CellCiphr(R) toxicity prediction technology, bioscience services, predictive modelling solutions including Cloe(R) PK, chemPK(TM), chemTarget, chemTox and DDI-Fusion and a range of skin, ocular and endocrine disruption services. For more information, please visit www.cyprotex.com.

[tiptop22] 18/11/2016 17:44

Having given the offer some serious thoughts,I have sent in my proxy and have voted against,I think that it is in the best interests of the company its employees,their customers that CRX remains an independent British Company,

The proposed acquisition, which has been unanimously recommended by the board of Cyprotex, is expected to close before year-end 2016. Evotec will pay approximately £ 55.36 m (EUR 62.00 m; £/EUR exchange rate of 1.12) in cash for the acquisition of all 26.1 million issued and to be issued Cyprotex shares and the funding of all existing company debt.

Evotec
The offer of 1.60 £ per Cyprotex share reflects a 9.4% premium to the VWAP of the past 30 trading days at AIM. The offer is intended to be implemented by a scheme of arrangement regulated by the UK takeover code, with already >50% shares secured irrevocable. The acquisition will add to Evotec's revenues and be accretive to Evotec's 2017 EBITDA.

Cyprotex is the world's largest contract research organisation specialising in pre-clinical ADME-Tox and DMPK serving the Pharmaceutical, Chemical, Agrochemical and Cosmetics markets. Cyprotex, headquartered in the UK, was founded in 1999 and is publicly traded on AIM (CRX). It has 136 employees working from sites at Macclesfield and Alderley Park, both of which are located near Manchester in the UK, and at Watertown, MA, and Kalamazoo, MI, in the USA. With more than 1,500 partners, Cyprotex has a very strong customer network. Cyprotex reported H1 2016 revenues of £ 8.73 m (EUR 9.78 m) (H1 2015: £ 6.93 m (EUR 7.76 m)) with an underlying EBITDA of £ 2.34 m (EUR 2.62 m) (H1 2015: £ 1.10 m (EUR 1.23 m)).


Clearly it is on the cusp of real growth both in revenue and profits. I urge all PI's to vote against the motion. It is also my firm believe that an American buyer would be a more appropriate acquirer,the real opportunities for the technology and services that have been developed over the last 14 years or so are in the UK and the US. Surely eventually one of the big US CRO's would pay more than a 9.4% premium, if you vote against the motion CRX will attract the attentions of other suitors in due course willing to pay more than 9.4% premium,

[mathematic] 18/11/2016 17:43

Not received voting/proxy documents from Hargreaves Lansdown, yet. Apparently they're sending them out on Monday.

[lancasterbomber] 18/11/2016 16:08

Just had a phone call asking me how I was going to vote

[mathematic] 04/11/2016 13:02

My understanding is the interest will be payable (in the form of PIK notes] pro rata from September this year up to the change of control date according to the document. (see below).

The Convertible Loan Notes carry a five per cent. per annum coupon (after deduction of any applicable income tax) and will be credited in arrears in the form of PIK Notes to the relevant Noteholder. Such interest will accrue on an annual basis or, if redeemed or converted less than one year from the previous interest accrual date, the interest will be pro-rated for the period from the previous interest accrual date to the date of redemption or conversion.
Subject to any conversion rights being exercised by the Noteholder, the Convertible Loan Notes will be repayable on 30 September 2018 (the “Maturity Date”) or the date on which a change of control occurs and the amount to be paid by the Company will be the greater of:
l the nominal amount of the Convertible Loan Notes and the associated PIK Notes; and
l the amount calculated by applying the average mid-market closing price of the Existing Ordinary Shares in the 30 dealing days prior to the Maturity Date to the number of New Ordinary Shares represented by the Convertible Loan Notes on the assumption that conversion of the Convertible Loan Notes had occurred.

[husbod] 04/11/2016 12:32

Lancasterbomber - I see no reason why we shouldn't. It's a binding contract that will have to be honoured albeit by bringing forward the payment. No problem in calculating it given the fixed rate of interest and the sell out share price.

I ummd and ahhhd about taking up my full allocation at the time as the amount involved was quite considerable but it has proved to be a good investment.

MRPHIL - do you recall opting for further notes in lieu of interest at the time. I don't think I do which could mean that all Loan Note holders are getting additional Notes. No wonder the take out price was relatively modest.

[lancasterbomber] 04/11/2016 08:55

So effectively each loan note is worth 160p, however will we also get the anniversary increases for 2017 and 2018?

[mrphil] 04/11/2016 07:54

Same here Husbod, mine increase each year too. Not been a bad deal if we can convert them to shares at 60p each then sell them for 160p

[husbod] 02/11/2016 10:55

I see my loan notes have increased in quantity as they do on every anniversary - it can't just be me who is getting additional notes in lieu of interest which again must have been something that the parties have taken into account when agreeing the take out price - three further potential increases/interest liability before they mature (as at the date the price was agreed - two more as of now).

[p1nkfish] 01/11/2016 22:30

RichardvSneller probably, but he has held at a lower quantity for a long while. Been in the 3% club for quite a while. Koch was another one.

[up protherics] 01/11/2016 18:40

I think your find its s,,,,,,,h,,,d

[husbod] 01/11/2016 11:50

Just a comment on the fact that the guy, whose name escapes me, who bought loads of shares a few months ago does not seem to have disposed of any which could conceivably mean that he too thinks that a hostile bid is not out of the question. Maybe he'll make one himself!

[husbod] 01/11/2016 11:25

Good luck with IQE - as a Cardiff boy nothing would please me more than to see them fly. I used to have a substantial position in the company but have now reduced to a fraction of the original holding as it has been a classic "jam tomorrow" situation - great technology but the market never seems to be convinced.

Having said that it could be taken out at any time as one of the UK's genuine world class tech companies.

[chadders] 31/10/2016 18:53

bahiflyer, I like VENN, LPA and SPE. I have positions in all of them so dyor etc. I'll have a look at PURI an IQE neither of which I am familiar with, so thanks.

Apologies to all for being off topic.

[bahiflyer] 31/10/2016 13:53

Hi Chadders, I wouldn't rule anything out.

There's no shortage of small company's trying to tell you they have the next big thing, its working out which have the ability to deliver what they promise that isn't so easy.
Bought a few PURI a few weeks ago, waiting for an update in November, so that may be one. IQE is another but not diving in too hard just yet
Yourself?

[chadders] 31/10/2016 12:07

It's never too late but I think the complication over the loan notes is likely to be a bit of a put-off.

bahiflyer, any particular sector in mind?

[rrb] 31/10/2016 10:33

I think a counter-bid is highly unlikely, chaps. I would love to get more for my shares here, and indeed I am not selling until the deal closes, but I think it is done now.

[p1nkfish] 29/10/2016 01:54

Never too late for someone to come and bust the party. If I was a pharmaceutical developer not already using evotec services, but with cyprotex, I wouldn't be too pleased about this. Evotec have a pipeline and surely there might be conflict of interest?

I wonder if SBS (now taken private by Mills) could benefit if business is pulled out of crx post acquisition? Just my cynical side showing.

I do hope for some other entity to show interest.

This is a lovely little company and if it is to be sold I would prefer someone other than Evotec. Don't like their website too. Old fashioned and chappy looking.