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Post by irish80ca on Nov 11, 2015 0:57:31 GMT
Scanning of a few forum boards it sounds like Ocata needs 90%+ for this deal to go through.
Does that mean we need approx. 600,000 "No" votes to block it?
On the I Cell their basic poll shows north of 1 million shares against the deal.
Thought?
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Post by ytseschew on Nov 11, 2015 1:02:56 GMT
I thought I read that they needed the "majority" of shares to be tendered for it to pass.
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Post by goldencoin9999 on Nov 11, 2015 2:43:12 GMT
question: I don't accept their tender; deal goes through, shares are cancelled, do I have nothing? Thanks!
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Post by Whidbeygal CM 20/20 on Nov 11, 2015 2:52:21 GMT
Scanning of a few forum boards it sounds like Ocata needs 90%+ for this deal to go through. Does that mean we need approx. 600,000 "No" votes to block it? On the I Cell their basic poll shows north of 1 million shares against the deal. Thought? The 'forum' boards have been wrong 90% of the time. Call your broker.
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Post by imz72 on Nov 11, 2015 2:55:53 GMT
If the majority of the shareholders accepts the proposal - the deal is done. There won't be any vote of shareholders.
If the deal is done - every shareholder gets 8.5$ for every share (even if he didn't accept the proposal).
Clarification: The majority is of outstanding shares (not the people/entities who hold them).
My understanding is that it's a simple majority. I haven't seen anything in the 8-K form stating anything about 90% majority of shares.
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Post by goldencoin9999 on Nov 11, 2015 4:29:35 GMT
Can we together rally against the sell?
Post from BrackAttack in ICell
Shareholders Against The Buyout Share Count
This thread is strictly for shareholders against the buyout. iCell managers please help me out by deleting any posts not related to share counts.
If we can get 11% of the 42.2 million outstanding shares to not sell their shares for $8.50 we may have a chance. As they will need to get at least 90% for this to go through.
Please put first name and last name initial with share count in a new post. I will periodically update this first thread with actual amount of shares accounted for. This way you won't have to sort through all the post and add them up.
Please everyone that has family members or friends that know they won't sell their shares please put their amount of shares if possible in your post as well as your count.
Examples of what your post should look like: Roland B - 18,000 shares Family Member - 2,506 shares
If you cannot post please email me at roland_bracken@yahoo.com and I will add a post for you.
Please be honest as real money is at stake.
233,803 Total Shares Against the Buyout
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Post by irish80ca on Nov 11, 2015 4:48:58 GMT
Thx Goldencoin9999. Seems I'm not the only one that seen that 90% number somewhere. It's not like a normal proxy vote. More than 51% is need. It was almost 5pm today when I figured I'd hop online and see what kind of hit Ocata suffered today after yesterday's Cc. I got one hell of a surprise which quickly turned sour when I read why we had the sudden spike.
My noise made it above water. Barely.
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Post by chuck on Nov 11, 2015 4:57:33 GMT
Probably won't matter but fwiw I'll be voting no without any hesitation whatsoever. The least we can do is go down swinging. $8.50 a share is a damn joke. I've bought higher than that, I sure as hell don't want to be forced to sell at that ridiculous price (and pay short term capital gains tax to boot).
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Post by jckrdu on Nov 11, 2015 5:08:52 GMT
If the majority of the shareholders accepts the proposal - the deal is done. There won't be any vote of shareholders. If the deal is done - every shareholder gets 8.5$ for every share (even if he didn't accept the proposal). Clarification: The majority is of outstanding shares (not the people/entities who hold them). My understanding is that it's a simple majority. I haven't seen anything in the 8-K form stating anything about 90% majority of shares. My understanding is that if 90% of shareholders agree to tender their shares for $8.50, then the deal is done and no shareholder vote is required to approve the deal.
If, however, 90% don't agree to tender their shares for $8.50 (11% or more refuse the tender offer), then a shareholder vote would be needed where a 51% majority vote would be required to approve the deal.
Seems like either way the deal will get approved, as IMO 51% will approve the deal if it comes down to a shareholder vote. But...
Getting 11% or more shares (with 42 million shares outstanding that's 4.6 million shares) to decline the tender offer for $8.50, may force the acquiring company to come back with a higher bid, so IMO its in shareholders interests to try identify people that collectively hold more than 4.6 million shares and not accept $8.50.
If successful, the risk is that a higher offer is not made, and if no other bidders surface the deal for $8.50 may not get done.
Signing off for the night. The above is my understanding... someone should check to make sure the above is correct as I haven't read all the documents.
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Post by asopfabl on Nov 11, 2015 5:18:12 GMT
Everything before the "But..." is accurate. There would be no reason to come back with a higher bid. Having less than 90% would force a standard merger proxy vote, which may at least provide shareholders with more details as to why we should vote "yes".
Step 2a.Short-form merger: If 90% (or more) of Target shares are tendered, Acquiror can effect a short-form merger under applicable state law to squeeze out the remaining 10% (or less) of shares not tendered in the tender offer process. In a short-form merger, there is no shareholder vote all remaining shares must be sold. Upon filing of the short-form merger certificate with the Secretary of State, the minority shareholders no longer have any rights to the shares, other than the right to receive the same consideration paid to the other shareholders in connection with the tender offer.
Step 2b.Long-form merger: If Acquiror obtains more than the minimum threshold but less than 90%, the tender still closes but Acquiror must proceed down the traditional merger path in which: (i) disclosures are sent to shareholders, and (ii) shareholders must vote in favor of the transaction in order for the transaction to close. This is generally referred to as a long-form merger. This long-form merger (also called a one-step merger) is exactly the same process described above in the section entitled Merger. Since the tender offer in Step 1 closed (and Acquiror therefore already owns a certain number of Target shares), Acquiror will vote those newly acquired shares in favor of the transaction at the shareholder vote. Assuming that the minimum threshold chosen in the tender offer is equal to or greater than the percentage required for approval in a traditional merger (>50% in our example above), Acquiror already owns enough shares to guarantee a winning shareholder vote.
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Post by jckrdu on Nov 11, 2015 5:22:38 GMT
Last post for the night. If people are interested in collectively organizing and identifying the count of shares that will not accept the $8.50 tender offer, you can reply to this thread with your share count. I know people may not be comfortable disclosing their share count, so don't if it makes you uncomfortable. But, if shareholders are serious about trying to determine if there are anywhere near 4.6 million shares that will not accept $8.50, disclosing your share count is the only way to do it.
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Post by jckrdu on Nov 11, 2015 5:27:54 GMT
Everything before the "But..." is accurate. There would be no reason to come back with a higher bid. Having less than 90% would force a standard merger proxy vote, which may at least provide shareholders with more details as to why we should vote "yes". Step 2a.Short-form merger: If 90% (or more) of Target shares are tendered, Acquiror can effect a short-form merger under applicable state law to squeeze out the remaining 10% (or less) of shares not tendered in the tender offer process. In a short-form merger, there is no shareholder vote all remaining shares must be sold. Upon filing of the short-form merger certificate with the Secretary of State, the minority shareholders no longer have any rights to the shares, other than the right to receive the same consideration paid to the other shareholders in connection with the tender offer. Step 2b.Long-form merger: If Acquiror obtains more than the minimum threshold but less than 90%, the tender still closes but Acquiror must proceed down the traditional merger path in which: (i) disclosures are sent to shareholders, and (ii) shareholders must vote in favor of the transaction in order for the transaction to close. This is generally referred to as a long-form merger. This long-form merger (also called a one-step merger) is exactly the same process described above in the section entitled Merger. Since the tender offer in Step 1 closed (and Acquiror therefore already owns a certain number of Target shares), Acquiror will vote those newly acquired shares in favor of the transaction at the shareholder vote. Assuming that the minimum threshold chosen in the tender offer is equal to or greater than the percentage required for approval in a traditional merger (>50% in our example above), Acquiror already owns enough shares to guarantee a winning shareholder vote. Thanks Asop. I guess my only thought would be that if the acquiring company sees that they may not get the 90% acceptance via the short-form merger, they could possibly decide to increase their bid price to something more than $8.50, and try again before going to the long-form merger.
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Post by goldencoin9999 on Nov 11, 2015 6:10:43 GMT
If you don't like the sale then please step up and let it be known. I feel we are at war with the company. It is business as usual and life is good for them and complete disregard for long who have suffered so much. I already email BarrackAttack. 10k shares.
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Post by JHam on Nov 11, 2015 8:59:28 GMT
The problem I see is that say shareholders are able to come up with enough shares to block the buyout. Then what? What if no other company is willing to offer more than Astellas has? Then shareholders could get really screwed because it is obvious that PW and co. are not interested in continuing forward as OCAT. In that case, Astellas or another company would likely come back with a lower offer.
All of this is based on the idea that OCAT is worth more than $379M. Imo, with P1 data on only a few dozen patients in two very similar indications, and everything else pre-clinical, the company is not worth any more at the moment. We knew that back at the failed offering, and what else has changed since then? Just because it could be worth more in the future does not mean it is worth more now and that is all that matters.
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Post by jckrdu on Nov 11, 2015 12:48:47 GMT
The problem I see is that say shareholders are able to come up with enough shares to block the buyout. Then what? What if no other company is willing to offer more than Astellas has? Then shareholders could get really screwed because it is obvious that PW and co. are not interested in continuing forward as OCAT. In that case, Astellas or another company would likely come back with a lower offer. All of this is based on the idea that OCAT is worth more than $379M. Imo, with P1 data on only a few dozen patients in two very similar indications, and everything else pre-clinical, the company is not worth any more at the moment. We knew that back at the failed offering, and what else has changed since then? Just because it could be worth more in the future does not mean it is worth more now and that is all that matters. JHam - I hear you, as you and I have both been on the same page for years about OCAT's valuation.
But, IMO what matters is that a company offered $379 million for OCAT. What if shareholders say "We're not selling for $379 million". If Astellas likes OCAT at $379 million, there's a very good chance they'd be willing to offer a little more to complete the deal if shareholders say "$8.50 isn't good enough".
Agreed that there is risk if shareholders don't accept the $379 million offered.
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Post by ytseschew on Nov 11, 2015 13:03:30 GMT
I will not be tendering my shares (will send the number privately). It's certainly a risk, as you suggest, but I don't agree that potential future value doesn't matter right now. Astellas is buying it with the belief that it will be worth a lot more in the future. If the RPE cells work then they'll be right and if the MSCs and platelets work then it will be the bargain of the century at $379 million. Perhaps Wotten and company don't believe that the results will be as stellar as some investors hope, I don't know. Or perhaps they're not confident that they can run the company successfully. Or perhaps they know that they'll have to dilute shares again before getting the Phase 2 results. But even if they do another 15% dilution to sell 6.6 million shares at $4 then that should give them time to get phase 2 results. If they're going to sell the company, I'd like to see them do so after those results -- if they're good then they should be able to get more than $430 million ($8.5/shr) which would be the equivalent of the $379 offer after a 15% dilution. That's worth a risk, I feel. The main drawback of delaying a purchase (if that's what happens) is that Astellas has the potential to move the programs forward more quickly. However, I've had experiences with companies that dragged their feet with their new IP and didn't get things off the ground. It will be interesting to see what happens.
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Post by JHam on Nov 11, 2015 13:14:03 GMT
The problem I see is that say shareholders are able to come up with enough shares to block the buyout. Then what? What if no other company is willing to offer more than Astellas has? Then shareholders could get really screwed because it is obvious that PW and co. are not interested in continuing forward as OCAT. In that case, Astellas or another company would likely come back with a lower offer. All of this is based on the idea that OCAT is worth more than $379M. Imo, with P1 data on only a few dozen patients in two very similar indications, and everything else pre-clinical, the company is not worth any more at the moment. We knew that back at the failed offering, and what else has changed since then? Just because it could be worth more in the future does not mean it is worth more now and that is all that matters. JHam - I hear you, as you and I have both been on the same page for years about OCAT's valuation.
But, IMO what matters is that a company offered $379 million for OCAT. What if shareholders say "We're not selling for $379 million". If Astellas likes OCAT at $379 million, there's a very good chance they'd be willing to offer a little more to complete the deal if shareholders say "$8.50 isn't good enough".
Agreed that there is risk if shareholders don't accept the $379 million offered.
I just think the amount the most shareholders are hoping for/feel that OCAT is worth, is nowhere near where big pharma does. Is another BP going to come along and offer $500M? Very unlikely imo, and that would still be a lot lower than what most shareholders are hoping for. Maybe Astellas will round up to $400M? At any rate, for those holding who are not happy with the terms of this deal, I hope I am wrong and a big bidding war begins.
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Post by actcfan on Nov 11, 2015 13:21:20 GMT
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Post by JHam on Nov 11, 2015 13:27:22 GMT
I will not be tendering my shares (will send the number privately). It's certainly a risk, as you suggest, but I don't agree that potential future value doesn't matter right now. Astellas is buying it with the belief that it will be worth a lot more in the future. If the RPE cells work then they'll be right and if the MSCs and platelets work then it will be the bargain of the century at $379 million. Perhaps Wotten and company don't believe that the results will be as stellar as some investors hope, I don't know. Or perhaps they're not confident that they can run the company successfully. Or perhaps they know that they'll have to dilute shares again before getting the Phase 2 results. But even if they do another 15% dilution to sell 6.6 million shares at $4 then that should give them time to get phase 2 results. If they're going to sell the company, I'd like to see them do so after those results -- if they're good then they should be able to get more than $430 million ($8.5/shr) which would be the equivalent of the $379 offer after a 15% dilution. That's worth a risk, I feel. The main drawback of delaying a purchase (if that's what happens) is that Astellas has the potential to move the programs forward more quickly. However, I've had experiences with companies that dragged their feet with their new IP and didn't get things off the ground. It will be interesting to see what happens. ytseschew, I appreciate the response, but we'll have to agree to disagree on this one. After all, why do you think it is that OCAT and others don't want to JV with big pharma too early? Because they give up way too much in value. They know that big pharma wants to see results, not potential for results, before they back up the truck. All in my opinion.
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Post by jckrdu on Nov 11, 2015 13:36:01 GMT
I will not be tendering my shares (will send the number privately). It's certainly a risk, as you suggest, but I don't agree that potential future value doesn't matter right now. Astellas is buying it with the belief that it will be worth a lot more in the future. If the RPE cells work then they'll be right and if the MSCs and platelets work then it will be the bargain of the century at $379 million. Perhaps Wotten and company don't believe that the results will be as stellar as some investors hope, I don't know. Or perhaps they're not confident that they can run the company successfully. Or perhaps they know that they'll have to dilute shares again before getting the Phase 2 results. But even if they do another 15% dilution to sell 6.6 million shares at $4 then that should give them time to get phase 2 results. If they're going to sell the company, I'd like to see them do so after those results -- if they're good then they should be able to get more than $430 million ($8.5/shr) which would be the equivalent of the $379 offer after a 15% dilution. That's worth a risk, I feel. The main drawback of delaying a purchase (if that's what happens) is that Astellas has the potential to move the programs forward more quickly. However, I've had experiences with companies that dragged their feet with their new IP and didn't get things off the ground. It will be interesting to see what happens. ytseschew, I appreciate the response, but we'll have to agree to disagree on this one. After all, why do you think it is that OCAT and others don't want to JV with big pharma too early? Because they give up way too much in value. They know that big pharma wants to see results, not potential for results, before they back up the truck. All in my opinion. Agreed JHam. Basically, if OCAT wanted to unlock the future potential value they would need to finance and run the Phase 2 trials and generate the results. For whatever reasons, they've decided not to pursue that path, so what they're stuck with is current value which I agree is somewhere in the neighborhood of what was offered. The new company will get the benefit of that "Phase 2 results value creation" when they get past that milestone. I just think that because interest has been shown, OCAT shareholders can get more than what's been offered... maybe up to 50% more or $600 million.
Also, now that big pharmas know the dollar amount that can buy the entire company, it wouldn't surprise me to see some additional offers surface before the Nov 25th tender offering process starts. (I'm not expecting this, but it wouldn't surprise me... which is why I think shareholders should hold the majority of their shares.)
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