Re: AVX - Avexa Limited
I think this article summs it up...
Progen to buy Avexa at discount
22/12/2008 7:26:01 PM
Drug maker Progen Pharmaceuticals Ltd's discounted offer to buy Avexa Ltd, which is in the last stages of trialling a potentially lucrative HIV treatment drug, has received a frosty reception from investors.
Shares in Progen fell 15.56 per cent and Avexa stock slumped 24.76 per cent to a record low on Monday after the companies announced the deal, which values Avexa at two third market value as of last Friday.
According to the companies, the friendly merger agreement will allow Avexa to access much needed cash to continue its phase III trial of apricitabine (ATC).
ATC is one of two HIV drugs Avexa is developing that are in the final testing phase before a treatment can be submitted to the US Food and Drug Administration.
Wilson HTM analyst Graham Wald said the merger deal - which has been unanimously recommended by both boards - was in effect a capital raising by Avexa to raise the money needed for the trials.
"We don't like it at all," Dr Wald said.
"The deal entrenches a low valuation and destroys shareholder value.
"We've changed our recommendation today and put out a sell because it's a huge dilution for Avexa shareholders."
Progen stock fell 14 cents to close at 76 cents on Monday and Avexa shares slumped 2.6 cents to 7.9 cents.
Progen is offering Avexa shareholders one Progen share per 12.857 Avexa shares. That values Avexa shares at seven cents, or 33 per cent below Friday's closing price of 10.5 cents.
At Monday's level, it values Avexa at 5.91 cents each, or 25 per cent below its closing price on Monday.
Avexa chief executive Julian Chick, who will also lead the merged company if the deal goes ahead, said selling the company to Progen was a better way of gaining access to cash for the ongoing trials of HIV drug apricitabine (ATC), as accessing debt or equity markets is too costly in the current environment.
"The slight discount to the share price is very attractive relative to what would happen if we needed to raise the capital," Dr Chick said in during a teleconference.
"Without this merger Avexa needs to continue considering its options going forward, which may include looking at a capital raising."
But the deal values Progen at 34 per cent more than its closing price on Monday and Progen will also return $20 million in cash to its shareholders through buyback at $1.10 a share, cutting the amount of money Avexa will actually gain through the deal.
Dr Wald also said the deal didn't provide all the cash Avexa needs to complete a second phase III trial of ATC, nor did it provide a way to get the drug ready for sale.
The companies said in a statement there will be enough money to get the first phase III trial to its week 24 milestone, where they may be able to file an application with the FDA.
"Avexa needed the right kind of capital, and the right kind of capital would have been through a deal with a big pharmaceutical company, whether it be a collaborative deal or for them to be acquired," Dr Wald said.
A big drug company would "be hard pressed to do it now because its not a clean asset. It's got all the Progen stuff in it now."
Progen focuses on small molecule pharmaceuticals for the treatment of cancer.
Wilson HTM's Mr Ward on Monday cut his 12 month target share price for Avexa to 10 cents from 20 cents.
If approved, the merged entity will be 56 per cent owned by Progen shareholders and 44 per cent by Avexa shareholders, assuming the buyback is fully subscribed.
It will be named Avexa Pharmaceuticals Ltd and headquartered in Melbourne, with offices in Brisbane, San Francisco in the US.
Progen chief executive Justus Homburg will join the new board, to be chaired by Nathan Drona, currently an Avexa director.
The deal also includes a commitment by both companies not to solicit alternative deals, or incur a break fee of $500,000.
Progen shareholders are expected to meet in late February to approve the buyback, merger and name change. Avexa shareholders will meet in March.