I have now sent three emails to OXB investor relations - one a week - asking about a business update and not received a response. This is starting to irritate me now. As somebody said, that is their job to communicate with shareholders. Even if it is just to say we have nothing to say right now. |
Harry - thanks for the Baker McKenzie summary - it's the best I've read on the subject.
You're right that 10%+ prevents squeeze-out, but if the bidder gets 75%+ (which I guess in this case they probably would - certainly at £12!) then they can delist and do pretty much what they want. I was involved in a situation where I and others wanted to hang on to our holdings, but the buying company had other ideas.
So they organised a large rights issue. For them as effective owners, it was just shuffling money from one pocket to another, but for us taking it would have meant we had to hand them a big wodge of money while getting no more control of the situation, and knowing all the while that the owner hated us and wanted rid of us. Inevitably we all folded and it became 100% owned.
So I don't think in practice that the 10% means quite as much as one might think it does. |
If this happened at OXB it would likely be a knockout bid.
As long as its north of £12 it will receive my recommendation. |
Interesting reading chaps. I think this is a pretty specialised subject and it's something I know very little about.
I found this link earlier which shows your rights against percentage shares held in a situation like this
I noted that at more than 10% you have the right to keep your shares in a situation were we would be bought out.
I know this is just another piece of circumstantial evidence which could be completely unrelated, but there is a question to ask here of why IM (after selling us ABL very cheaply to become part of OXB) said from the very beginning that they wanted just over 10% (they actually ended up with 10.9%) but presumably that means that if IM want to stay part of OXB (or negotiate a better deal later) then they are free to do that? |
 Can't see the problem. There's nothing that I'm aware of to say that Novo having a director on the board means they can only bid in a (short?) window after the results. As a 12% shareholder they'd expect to have better information than lesser mortals in any case - if their fund manager rings the CEO he's going to get an audience - after all, it's a responsibility of the board to keep major shareholders up-to-date with events.
What it does mean is that when it comes to discussions about acceptance and recommendation of the offer, he has to stand aside and leave it to the independent directors, of whom they have more than enough.
If this happened at OXB it would likely be a knockout bid and as such recommended by the independent board, and all the major shareholders would have been lined up to accept it. With Novo starting with 12%, a board recommendation in favour, and take-up by other shareholders, there's no chance of a competitive bid, so absolutely no reason for the Takeover Panel to object. |
Many thanks for that message. Good clear points. |
If Oxford Biomedica (OXB) does not provide a trading update in January and waits until April to release its audited full-year 2024 results, Novo Holdings would face some constraints in terms of timing for a potential bid. Here’s how this scenario could play out:
1. The Importance of Non-Public Information
• Current Situation: If OXB’s revenue guidance for 2024 (£126m–£134m) still holds, and Novo Holdings has been conducting due diligence, they may already have access to non-public material information (MNPI) about OXB’s 2024 performance.
• Implications for Novo:
• If Novo has insider knowledge (e.g., OXB’s preliminary 2024 results or performance above guidance), they cannot bid until that information is publicly disclosed.
• Why? Insider trading rules prohibit using MNPI to make investment decisions, including takeover bids.
2. Can Novo Bid Before April?
• Scenario 1: OXB Issues a January Trading Update
• If OXB provides a trading update in January, confirming that revenue is within or above the guided range, Novo could likely proceed with a bid soon after.
• The trading update would make material revenue information publicly available, reducing legal risks for Novo.
• Scenario 2: No Update Until April
• If OXB delays releasing financial information until April, Novo would likely have to wait until then to bid.
• Why? Without public confirmation of OXB’s revenue performance, Novo risks regulatory scrutiny for acting on MNPI obtained during due diligence.
3. What Could Novo Do in the Meantime?
If Novo is serious about acquiring OXB and does not want to wait until April:
• Pre-Emptive Bid: Novo could issue a bid based on publicly available guidance and past information, stating that the offer is contingent on OXB meeting its financial targets.
• This approach could be risky, as the final results might vary.
• Accelerated Disclosure: Novo might request that OXB release a preliminary trading update to facilitate a bid.
• This could involve confidential discussions between Novo and OXB’s board.
4. Strategic Considerations for OXB
• Why Delay a Trading Update?:
• If OXB delays until April, it may want to ensure its results are fully audited before sharing details, especially if there is unexpected variability in earnings.
• Alternatively, the board could be intentionally keeping quiet to manage negotiations with Novo or other parties.
• Impact on Shareholder Perception:
• Institutional investors might push OXB to provide a January update, as the lack of transparency could suppress the share price and hinder their ability to gauge fair value in a potential takeover.
5. Conclusion
• If OXB Updates in January: Novo could bid shortly after the update if the revenue is consistent with guidance.
• If No Update Until April: Novo would likely have to wait until OXB’s full-year results are public to avoid acting on MNPI, unless they structure a conditional bid based on guidance.
For Novo, timing the bid carefully will be critical, as waiting longer risks OXB’s value increasing as its growth trajectory becomes more evident. Conversely, early disclosure of strong results could spur other interested parties to step in, creating a more competitive bidding process. |
I honestly didn't know that Phil and if it is the case (and I'm sure you will have checked) then it's a very good point. |
Hi Harry,
But Novo cannot bid (if they are going to) until our results are made public, either audited or unaudited, as they would be bidding with potential insider information. So if OXB don’t update us at all until April, I doubt novo could bid until April. |
Phil,
I know we've talked about this before, but OXB are in the habit of announcing half yearly results and then adding figures updated to the announcement date.
i.e. We will likely get our 2024 results (year end 31st Dec) in late April, at which time they will also update post period to the end of March. As that is effectively what the quarterly update would be, it makes quarterly reporting a bit of a farce doesn't it?
Stuart did mention in the past talking to the auditors about reporting in a different way, which I think we all assumed at the time meant quarterly reporting, but Stuart is gone now and we don't know what the discussions were about or how they ended.
OXB have their man at the JPM conference in San Francisco next week (not presenting) and are also at a big bash in Texas the following week, so a possibility that we will see something related to one of those two, but I wouldn't put money on it.
OXB are plainly quiet by choice at the moment. |
takeiteasy,
Strictly speaking they didn't say that as such, it was more along the lines of - we won't maintain a pipeline page as it's not appropriate for CDMO and we won't announce individual deals unless we have to / the client wants to, but we will maintain a KPI table which is more the norm in CDMO (of number of customers, programmes, etc.).
If you were able to raise this with Frank then he would likely say that it was all in this on the 18th of November which was 6 working weeks ago and everything is still lovely. |
Sean,
As mentioned the other day, most of the small trades are flagged SINT, which I don't fully understand but have been told it's more of a signalling system between market firms and their prices. There are almost always a few of these, but at the moment there are lot (like 10x the normal number) and it's not clear to mortals like us why.
Dom has mentioned many times that on most days our closing price is almost pegged to the opening price, even though intra-day it's all-over the place.
Something is plainly going on, but whether good or bad and how it will affect us is as yet a mystery.
Remember non-UK firms can build 5% before they have to notify. Alternatively it could be pretty much anything. |
Is it really ‘discraceful’. It was over Xmas, they can’t give any update until the numbers are in, and they have already told us that they will provide quarterly kpi updates. |
We can complain all we like about the UK markets and why firms are delisting or being taken over, but the management at times like this do very little to help themselves - they specifically I think gave an impression that reporting to shareholders was going to improve ? |
Discracefull actually what does investor relations think they are paid for ? Is it just they judge the size of your investment They could at least acknowledge your inquiry Serve them with a Freedom of Information request |
Really poor show imvho - they clearly want to remain in drift mode for quite a while longer :) |
I was going to mention that I have sent two emails to investor relations over the last couple of weeks about whether we would get a business update and not received a reply. Very unlike OXB. |
This daily price action and trading of single shares is getting silly. |
The acquisition from Wuxi Biologics, the embattled CDMO named in the BIOSECURE Act, marks another expansion of Merck’s manufacturing operations in Ireland.
Facing increasing global pressure, WuXi Biologics will sell its Ireland vaccines facility to Merck for $500 million. |
I agree SJ, but if they don't need to borrow the money or print shares then the only people who might know at this juncture would be contract lawyers?
We will see. I'm sort of at a point now where I've convinced myself that it's going to happen, which is the law of the instrument isn't it? (If the only tool you have is a hammer, then everything looks like a nail).
I could easily be wrong, but if I am then surely OXB coincidentally have something else on the go which would also have senior staff embargoed in a closed period?
It won't bother me if we get the the results and get to hear Lucy outline the guidance for 2025 (as you know, 2024 is history now and OXB will sell on what they earn this year) but I don't think we are going to get there. |
The logic is compelling but having been in the market for many years,i'm reminded of the rather cynical oft quoted observation that 'someone always knows and someone always tells'.I think that it's probable that OXB will receive a bid at some juncture but if Novo are preparing to pounce,one has to reflect that it's a very well kept secret. |
Why wait ?Exactly so. |
Just a point of order here Sean, but I can remember the professor (and his ponytail I seem to recall) being on the BBC. He used to enthuse the company he co-founded to anyone, but of course family tragedy ended his term and along came JD from the exciting world of accountancy. The rest of what you say I completely agree.
One thing I have pondered a few times (and apologies in advance for another episode from UKGold here) is what brought Roch to OXB and I've sort of sold myself now on the idea that it's related to what Novo Holdings wanted with OXB.
2019 Novo Holdings give OXB £53.5m for shares and get Robert on the board to keep an eye on their money.
By the admission of the NH boss, they only buy into select companies after a lot of due diligence and where they have some plan. Novo were in just before covid and although covid undoubtedly delayed / frustrated whatever their grand plan was - it certainly couldn't have been what they bought in for as the prior due diligence takes ages, so they must have bought in for LentiVector and the tech.
2020 and Roch arrives as our Chairman. Look at Roch's CV (God of UCB for 15 years etc.) and Chairman of a little tech company in Oxford (at that point) isn't an obvious fit.
Listen to Roch in the early webcasts and it's plain he has little interest in OXB's inhouse drugs - in one case famously a one word answer to a question about OXB funding any more trials - and so he's the first we really see of the pure CDMO plan and of course his background is large multinationals.
After putting in £53.5m and holding all those shares, NH would have a lot of influence on what would happen at OXB and did they see Roch as man with a CV which showed he could do it? ("Multi-vector type pure play CDMO").
Then Seb arrives - former VP of CDMO for Merck. Again, OXB wouldn't be an obvious fit unless something was sold to him which would be very good to be in at the beginning of.
We get towards the end of the covid vaccine period and JD has already signalled that it's time for him to go, with Roch then taking both jobs as an interim role.
First thing Roch does is buy an AAV to go with out LV (vector agnostic box ticked) and a large facility in our main US market. At that point we are multinational.
Then Frank comes and again you have to wonder what was said to Frank to sell him the idea that leaving a job at the top of Rentschler Biopharma SE (worldwide CDMO) and going to another company which he wasn't familiar with in a different country was a great idea for his run towards retirement.
Under Frank (and very likely because of Seb) two facilities in France join OXB at a bargain price in exchange for expensive shares and some mysterious tie-up begins with ArcticZymes.
There are other people and events in this chronology, but I'm trying not to write a book (again) though can already see I've failed.
Novo H would have known a long time ago that the weight loss drugs (via their majority shareholding in Novo N) were going to be worth a fortune. There must have been a long term plan of what they were going to do as they had an awful lot of eggs in 2 baskets (diabetes and obesity - which is arguably 2 eggs in one basket for a lot of people anyway).
We now know that their plan was to build (buy / improve) a CDMO to rival Lonza, TF and such, but of course they would have known that (at least as a likely possibility) when they bought into OXB.
If (remember I'm guessing with all of this) OXB is a key part of their mega CDMO (cell and gene therapy division) plans with £53.5m being the down payment, then from early days they would want the likes of Roch, Seb, Frank, Mark overseeing all the OXB people behind the tech to make sure that the transition to global CDMO worked.
If a £53.5m down payment in 2019 through all the delays and cluster-£$%^ of covid up until Feb 2024 was just a warm up - a plan - the ducks in a row, then I think it's worth remembering that for the first time I can remember, since Novo bid for Catalent in Feb 2024, not a single OXB insider has bought a share for such a long period of time (and all as OXB began to run silent at what should be a really exciting time for them)?
I think that's even more prescient (possible triple word score) when you consider that they will all know OXB is currently undervalued and that 2025 is the year they return to profit. Who turns down free money - if you are allowed to get it?
NH are enormously wealthy, but I doubt that their billions are just sat doing nothing. Somewhere between Novo Nordisk and Novo Holdings there is currently $11bn which is something I would have no idea regarding the mechanics of moving so much money.
When Novo H have that money my expectation has (for some time now) been that they will mention a number to Frank. Frank will hold an extraordinary board meeting. The directors will agree that it's a very fair offer and vote to recommend it to us. Roch will quickly ring around all the major holders as a courtesy and to gauge their support and then we will se an RNS.
If that happens (just another reminder that I am guessing) then as there is only one realistic buyer for OXB (I don't think IM have the money) then it's not like NH have to rush to get in before someone else, but I would have thought sooner rather than later. Why wait until OXB is much more expensive? |
Are Blackrock involved? |
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