RE: Eli Lilly/Point Bio1 Dec 2023 13:24
It’s a slow Friday here, so I dug for some detail to fill in some of the gaps and guesses in my earlier post…
Here’s the relevant proxy filing: https://fintel.io/doc/sec-point-biopharma-global-inc-1811764-sc-14d9-2023-october-13-19643-6024
Centreview were (as I suspected) the retained financial advisers for the board of PNT. They gave their opinion on fairness/valuation back in early October. Here’s the opinion itself:
“Based upon and subject to the foregoing, including the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth herein, we are of the opinion, as of the date hereof, that the Consideration to be paid to the holders of Shares (other than Excluded Shares) pursuant to the Agreement is fair, from a financial point of view, to such holders.”
For this opinion Centreview were paid USD34.4m. USD1m at the point the opinion was rendered, and USD33.4m on completion of the transaction. They considered four dimensions:
1.DCF analysis [USD11.15 - USD13.80]
2. SP history [USD5.72 - USD10.86]
3. Analyst SP targets [USD11.00 - USD27.00]
4. Comparable premiums paid [USD10.35 - USD13.70]
On the basis of that + other undisclosed considerations (no doubt entirely unswayed by the prospect of their USD33.4m contingent fee….) they concluded that USD12.50/share is fair to the holders of PNT’s equity.
Obviously the Biotech Value Fund’s advisers disagree!
We should know the outcome by 10pm UK time this evening. It is likely that Biotech Value will be unsuccessful. If they paid USD13 VWAP for the 8.3m shares they added in November they’ll lose USD4.15m on that tranche of their holding. Fortunately for them they have gains on their earlier tranches that will more than offset this. However, surprises are possible so it will be interesting to see what comes out today.