...We Welcome You To The Resverlogix HUB withIn The AGORACOM COMMUNITY!

Free
Message: Re: Possibile deals for both RVX and Zenith

Rocketman2,

 

I have tried researching how CVR deals work in terms of actual payments made to shareholders and I can't say that I really found what I was looking for so maybe someone on this board can either further clarify my comments and/or correct me if I am wong etc.   But this is how I imagine it working...

If a company acquires RVX via a CVR type deal, this means that they "purchase" the RVX shares by defer payments that would be structured in a series of future milestone goals that would be paid to RVX upon their successful achievement of these milestones as agreed in the CVR.  

So for example, let's say the acquiring company agrees to pay $4 per share to RVX for successfully achieving first Milestone A.  If and when RVX hits that milestone, that would trigger the first CVR payment to RVX.  So RVX would receive $4 per share for all shares acquired in the deal.  And as a result, the SP should rise to on or about $4 per share in the open market in which case we individual shareholders could decide to sell some or all of our shares if we wanted to. Or, we could continue holding all of our shares and wait to sell at the next milestone and/or the one after that and so on.  

The point I am trying to make here is that a CVR deal only results in money in our pockets when we actually sell our shares, whether that occurs after the first milestone, the second, the last, or anywhere in between.   In other words, we do NOT receive a check in the amount of 4$ per share for however many shares we hold when that milestone is acheived, and then receive another check in the amount of the next milestone achieved and so on.  We still need to decide when to sell or hold.  

What this effectively means is that if we hold our shares and don't sell after the first milestone is achieved, and then everything falls apart with RVX sometime thereafter (which I hope is NOT the case!), then we would effectively still get nothing even though that first milestone was acheived.  So there is still a risk that must be understood, managed, and arguably mitigated.  

I also don't know if there is a tendering process that occurs at the initial time of the CVR deal in order for it to go thru, but I suppose it's also possible that individual shareholders could tender their shares as part of the CVR deal whereby we do actually consent to give up all our shares to the acquiring company and then we would actually receive milestone payments along the way for each share tendered.   

Again, I tried researching how this actually works and I never really did find what I was looking for, so I don't know if I am fully correct, partially correct, or simply just plain full of it!  :-)  So if anyone can better explain it would be great!  This is very important information for us to all better understand in the event that this happens.  I might add that the added complexity of this type of deal structure is why it's still preferred for a straight take out instead.  So maybe DM is buying time to make that happen and eliminate all of this uncertainty.  

Cheers,

10BagR

 

Share
New Message
Please login to post a reply