Avid Bioservices Inc (CDMO) オプション

And people wonder why average Joe applauds Mangione for taking out the Unitedhealth CEO. Karma's a bitch. He is considered the modern day Zoro standing up to corruption by many.
I am not advocating violence against Green and his sullied cornies. I get where the people feel they have no legal recourse and will take things into their own hands when you see this blatant abuse and manipulation.
I am not a physical or violent person and am not wishing harm to anyone.

If by miracle there are enough shares in honest people hands to say no how do we drain the swamp, claw back the shares Green received while he turned his back and failed his fiduciary responsibilities and untangle from this unholy agreement .

Would any of us have voted for BOD if proxy details were known. Most shareholders, imo, were clearly unaware of the imo conspiracy. 

"THEY" FORGET TO MENTION THAT BEFORE THEIR FAUX PAS; MISCALCULATIONS; OBFUSCATIONS OF TRUTH CDMO; AKA PEREGRINE PHARMACEUTICALS WAS ALMOST $35 PER SHARE!!!
How Convenient for them to facilitate subjective information 

In the percentage differentials showing what a great deal this is for shareholders, they forgot to show a - 63% share price discount from the high attained BEFORE the expansion and team Avid financing debacle.

Vote NO and Make Avid Great Again.

YAAA bend over shareholders this is a great feal your getting weather you lose a shit ton of money or not.Ceo should go to jail this sounds so so corrupt.

This is great news....the fact they hired a 3rd party to have them come up with the statement that the CEO CFO and sales team have been lying to the shareholders for the past 2 yrs....imao...r

http://archive.fast-edgar.com/20241218/A425TG2CZZ22EZEZ2R9D2Z42QRURZC22Z262/

Dream on.

Avid Bioservices Recommends Stockholders Vote FOR Value Maximizing Transaction

December 18, 2024 at 4:35 PM EST
Download PDF
Files Definitive Proxy Statement and Mails Letter to Stockholders
TUSTIN, Calif., Dec. 18, 2024 (GLOBE NEWSWIRE) -- Avid Bioservices, Inc. (NASDAQ: CDMO) (“Avid” or the “Company”), a dedicated biologics contract development and manufacturing organization (“CDMO”) working to improve patient lives by providing high quality development and manufacturing services to biotechnology and pharmaceutical companies, today announced that it has commenced mailing definitive proxy materials and a letter to stockholders in connection with its pending transaction with GHO Capital Partners LLP (“GHO”) and Ampersand Capital Partners (“Ampersand”).
The Special Meeting to vote on the transaction is scheduled for January 30, 2025, and Avid stockholders of record as of December 11, 2024, are eligible to vote at the Special Meeting.
The letter to stockholders highlights:
How the transaction with GHO and Ampersand delivers significant, immediate and certain cash value to Avid stockholders;

The robust process conducted by the Avid Board of Directors maximizes value for stockholders; and

The transaction de-risks for stockholders Avid’s future as a standalone company.
The full text of the letter follows:
December 18, 2024
Dear Fellow Avid Bioservices Stockholders,
We are reaching out to let you know that you need to take action to realize the full value of your Avid Bioservices investment. Specifically, you need to vote FOR the pending transaction with GHO Capital Partners LLP (“GHO”) and Ampersand Capital Partners (“Ampersand”).
We firmly believe the transaction is in the best interest of all Avid stockholders as it:
Provides significant, immediate and certain cash value to Avid stockholders;

Reflects a robust process conducted by the Board to ensure we are maximizing value; and

De-risks for stockholders Avid’s future as a standalone company.
Our Board of Directors unanimously recommends stockholders to vote “FOR” the transaction today.
Delivering Significant, Immediate and Certain Cash Value to Avid Stockholders
The $12.50 per share all-cash consideration provides a significant premium to Avid stockholders across multiple time periods at a compelling valuation.
$12.50

Per share in cash $1.1 Billion

Enterprise value 13.8%
Premium to Avid’s closing share price of $10.98 on November 6, 2024, the last full trading day prior to the transaction announcement (the “Unaffected Date”)
63.8%
premium to the Company's closing price of $7.63 on June 4, 2024, the last trading day prior to GHO and Ampersand’s June 5 Initial Proposal 21.9%
premium to the Company’s 20-day VWAP ending on the Unaffected Date 24.4%
premium to the Company’s 90-day VWAP ending on the Unaffected Date
50.1%
premium to the Company’s 6-month VWAP ending on the Unaffected Date 207.1%
premium to the Company’s 52-week low ending on the Unaffected Date 6.5x
multiple to management forecasted FY2025E revenue

The Avid Board Conducted a Competitive Process to Maximize Value
By the Numbers
The Avid Board of Directors is committed to maximizing the value for Avid stockholders. That is why the Board conducted a thoughtful, exhaustive and deliberate process that thoroughly tested buyer interest, with support from its legal and financial advisors, after receiving an initial unsolicited offer from GHO and Ampersand to acquire the Company for $10.50 per share in cash.

As detailed in our proxy, our Board and management team know our industry and the players in it well, having previously explored other potential strategic transactions and conducted diligence as part of those efforts. We did not proceed with those potential alternatives as our Board did not believe they created the most value for stockholders.

When GHO and Ampersand made initial offers to acquire the Company, the Board reviewed them and rejected them as not sufficiently valuing the Company. The Board considered the Company’s standalone prospects, the risks and uncertainties of continuing to execute its standalone plans and the ability of Avid stockholders to adequately recognize the future value of Avid’s reasonable expectations for growth.

The Board also conducted a process, which included outreach to at least 24 most likely strategic and financial buyers to gauge interest in a potential sale of the company. That process resulted in confidential discussions with seven parties and culminated with non-binding proposals from GHO and Ampersand and another party.

After a period of back-and-forth communication with each party, the Board determined to proceed with GHO’s and Ampersand’s increased proposal. Ultimately, the process and negotiations with GHO and Ampersand resulted in five improvements to price and a 19% price improvement from the original unsolicited offer.

The Board is confident that this robust process has led to the value maximizing outcome for stockholders.
12
Board meetings since receipt of initial unsolicited offer to discuss the process
24
Most likely strategic and financial buyers engaged to explore interest in acquiring the Company
5
Improvements to the GHO and Ampersand offer resulting from the robust process and negotiations
19%
Price improvement from the initial unsolicited offer

The Transaction De-Risks Avid’s Future as a Standalone Company
We are incredibly proud of the progress that we have made as a public company. That said, in evaluating the transaction, our Board considered factors that could impact our standalone financial and operating results going forward. These included, among others:
Industry-wide Macroeconomic Headwinds: There are a range of challenges facing the biologics manufacturing industry, including uncertainty around the recovery in biotech funding, increased volatility resulting from escalating political and global trade tensions that could disrupt supply chains, and increasing competition.

Additional Investments Needed: While Avid has made a number of strategic investments in the business over the last several years, more is needed to capitalize on the Company’s growth potential.

Updated Go-Forward Growth Expectations as a Public Company: As part of its review of potential strategic alternatives, the Board requested that Moelis prepare a financial analysis on Avid management’s probability-adjusted five-year plan for fiscal years 2025 through 2029. That review indicated that the Company’s growth prospects were below its own previous guidance as well as analysts’ consensus. Therefore, the Board determined that the transaction with GHO and Ampersand represented a value maximizing outcome for Avid stockholders, providing superior risk-adjusted value and certainty of execution. We encourage stockholders to read more about these financial projections and the financial analysis conducted by our financial advisor in our supplemental proxy filing materials.
We believe the transaction pays stockholders fair value for the investments Avid has made to date and eliminates for stockholders the execution risk of Avid continuing to operate on a standalone basis.
YOUR VOTE MATTERS: TAKE ACTION AND VOTE TODAY
We strongly encourage you to get your vote “FOR” the transaction today so, you can obtain significant, immediate and certain value for your Avid investment.
Regardless of how many shares you own, your vote matters. You can vote online, by phone or by signing and returning the proxy card that was mailed with the Company’s definitive proxy materials.
Thank you for your continued support.
Sincerely,
The Avid Bioservices Board of Directors

The Avid Board of Directors Unanimously Recommends that Avid Stockholders Vote “FOR” the proposed transaction with GHO and Ampersand.

Vote TODAY online, by telephone or by signing and returning the enclosed proxy card.

If you have questions or need assistance voting your shares, please contact:

MacKenzie Partners, Inc.

7 Penn Plaza
New York, New York 10001
U.S. & Canada Toll-Free: 1-800-322-2885
Elsewhere Call Collect: +1-212-929-5500
Or
Email: proxy@MacKenziePartners.com
Advisors
Moelis & Company LLC is serving as exclusive financial advisor to Avid, and Cooley LLP is serving as legal counsel to Avid.
About?Avid Bioservices, Inc.
Avid Bioservices (NASDAQ: CDMO) is a dedicated CDMO focused on development and CGMP manufacturing of biologics. The Company provides a comprehensive range of process development, CGMP clinical and commercial manufacturing services for the biotechnology and biopharmaceutical industries. With more than 30 years of experience producing biologics, Avid's services include CGMP clinical and commercial drug substance manufacturing, bulk packaging, release and stability testing and regulatory submissions support. For early-stage programs the Company provides a variety of process development activities, including cell line development, upstream and downstream development and optimization, analytical methods development, testing and characterization. The scope of our services ranges from standalone process development projects to full development and manufacturing programs through commercialization. www.avidbio.com
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Company has filed a proxy statement with the U.S. Securities and Exchange Commission (“SEC”) with respect to a special meeting of stockholders to be held in connection with the proposed transaction. Promptly after filing the definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting to consider the proposed transaction. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the proxy statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with the proposed transaction at the SEC’s website (http://www.sec.gov). Copies of the preliminary and definitive versions of the proxy statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with the proposed transaction will also be available, free of charge, at the Company’s investor relations website (https://ir.avidbio.com/sec-filings). The information provided on, or accessible through, our website is not part of this press release, and therefore is not incorporated herein by reference.
PARTICIPANTS IN THE SOLICITATION
The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in the Company’s proxy statement for the 2024 annual meeting of stockholders, which was filed with the SEC on August 28, 2024 (the “Annual Meeting Proxy Statement”). Please refer to the sections captioned “Security Ownership of Certain Beneficial Owners, Directors and Management,” “Director Compensation,” and “Executive Compensation-Outstanding Equity Awards at Fiscal Year-End” in the Annual Meeting Proxy Statement. To the extent holdings of such participants in the Company’s securities have changed since the amounts described in the Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC: Form 4, filed by Nicholas Stewart Green on October 11, 2024, Form 4, filed by Richard A. Richieri on October 11, 2024, Form 4, filed by Matthew R. Kwietniak on October 11, 2024, and Form 4, filed by Matthew R. Kwietniak on October 15, 2024. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of the Annual Meeting Proxy Statement, the definitive proxy statement related to the proposed transactions and such other materials may be obtained as described in the preceding paragraph.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” which include, but are not limited to, all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the future, or the completion or effects of the proposed sale of Avid to GHO and Ampersand. In some cases, these statements include words like: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection with the proposed transaction; the possibility that the Company’s stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in the Company’s most recent filings with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2024 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at http://www.sec.gov.
The forward-looking statements included in this information statement are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Contacts:
Avid Bioservices
Stephanie Diaz (Investors)
Vida Strategic Partners
415-675-7401
sdiaz@vidasp.com
Tim Brons
Vida Strategic Partners
415-675-7402
tbrons@vidasp.com
Bob Marese / John Bryan (For Voting Inquiries)
MacKenzie Partners, Inc.
1-800-322-2885
proxy@MacKenziePartners.com
Aaron Palash / Allison Sobel (Media)
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

Glazer is a merger/arbitrage firm and this was a nice setup for them. With the stock pinned at around $12.50 it looks like they sold the Dec 20 calls (10,000) as well as bought 3.5M shares. If a better deal were to come through, they make money on the common, if nothing happens by Dec 20, then cash the premiums. So for a 12 day play they make about $250,000 (or more based upon their borrowing rate). A nice, relatively risk-free strategy. Everybody making money except the long-term shareholders.

26,750 SHARES = $334,375!!! _____ Heavy Duty Payout for Employees while US Longstanding Shareholders or "Bagholders" get caught up in the "YOU HAVE NO CHOICE GAME OF TENDERED BUYOUT, WITHOUT REBUTTAL!!! ___ EITHER SELL BEFORE AT YOUR FREE WILL CHOICE OR "ACCEPT THE $12.50 BUYOUT PRICE IN THE NEW YEAR SOMETIME!! ____ Management ought NOT BE ABLE TO SLEEP AT NIGHT, and maybe even investigated for organized fraud, in the whole imho, setup and failure of fiduciary due diligence; and obfuscation of the truth ever since the "Bavituximab trial fraud that set us shareholders back a decade and fortune imho ... Blessings to ALL Long shareholders and upcoming holidays.

12 Form 4’s filed. https://ir.avidbio.com/sec-filings

The management and BOD at MEDX made out very well with 1) their option grants that had vested prior to and during M/A negotiations that began in December, 2) a share price that escalated until M/A price was approved/announced in late June, with close on August 30, and 3) RSUs vesting that day on change of control to BMY.   We shareholders who had accumulated MEDX shares with low basis prior to late June also did well. Our only SH gripes were with fees charged by the class action lawyers that had appeared/invaded subsequent to M/A price announcement---those lawyers failed to obtain a higher buyout price. A judge reduced those fees by about 25-30% on grounds their hourly rate was too high in the first place. BMY did well also--FDA approved a few of MEDX' nearly fully human and patented antibodies, Opdivo and Yervoy are examples. Don Drakeman, MEDX CEO, became a venture capitalist; Lisa Drakeman, his wife, headed GenMab as CEO for a number of years. MEDX' then BOD Chairman and rest of BOD resisted approval of earlier offering prices; Drakeman didn't present the earliest lowest offers to the BOD.

Delaware law controlled no shareholder vote on merger, attorney fees were "negotiated" in state court in Trenton, N. J.

I never had the impression that there were any "sleazeballs" in the above groups of people, contrary to our present situation, perhaps. Write your state Senators, and urge them to write to FTC and/or SEC enforcement, and Liam Khan, to institute an investigation of Avid share price as a "fair price" under the extant circumstances.

In my opinion, you have to ask yourself. Do money grabbing sleaze balls think in in that much detail?

"Lonza Sets Plans To Exit Capsules Unit" says a headline over a short article in the WSJ (12/16/2024, page B3). Too short, IMO.

"Lonza said it will focus on its core business including drug development, and plans restructuring and a divestment to boost growth." *** "The exit from the capsules business *** will provide fireworks for a more dynamic mergers and acquisitions strategy", said Charles Weston, an analyst from RBC Capital Markets.

Lonza expects sales growth to approach 20% next year, including a contribution of about $565 million from its Vacaville, California site acquisition.

I wonder. Has Lonza been "another major entity buying this huge volume of [Avid]shares...."? Have Ampersand et al also been accumulating Avid shares, with the thought of turning them over to Lonza or any other entity at a price greater than $12.50? How many shares of Avid been accumulated so far? Is the short form merger statute still in existence in Delaware where an accumulation of 90% of outstanding shares escapes need for SH approval of a M/A transaction? Will Lonza/entity announce a merger with Avid at a price north of $12.5-15-18-21/share that does require SH approval in this hypothetical I've constructed?

Very interesting theory here....one that we have discussed at length for some time, but when you look at it at face value.....it sure does look like this was the plan for quite some time already. Circumstantial evidence for sure!

Now, I doubt if anyone is going to run with this(legal filing), but at least it is somewhat therapeutic that everyone is on the same page at least. I don't think the deal will fall apart, but there is a very small chance that the bid may be increased if Ampersand has not got as many shares as we think they do(but that could only happen if there is/was another major entity buying this huge volume of shares....and this would have had to happen during those really high volume days right after the announcement of Avid being taken private at $12.50).

Logically, we could probably conclude that Ampersand and co have enough shares already to vote their approval of the buyout......and so that would only leave a legal challenge or the SEC stepping in......and I doubt that will happen.

So I will wait until at least mid January before throwing my shares on the table in the hopes that something may yet happen....as in the bid being increased!

Interesting sidebar to the filing on friday by Glazer Capital LLC of 3.394mil shrs... this 8/14/24 news ...Glazer Capital Details its Opposition to the Proposed Acquisition of Squarespace by Permira...Calls $44.00 per Share Merger Consideration Offered by Permira Inadequate...Considers Industry Standard Methodologies of Transaction Valuation Analysis to Have Been Omitted from Fairness Opinion, Resulting in Significant Undervaluation.... https://www.prnewswire.com/news-releases/glazer-capital-details-its-opposition-to-the-proposed-acquisition-of-squarespace-by-permira-302221726.html ...I couldn't find any appreciable stake by him/them of cdmo prior to this filing... They also recently took on a Note from Halozyme in their most recent 13-HR filing....LOL a significant amount of the entities listed in the 13-HR have the word "Acquisition" in their Corporate names... this is from their corporate website investment strategy... "Glazer’s experience investing across asset classes underpins our team’s pursuit of optimizing event driven opportunities"...imao...r

I am not as up to speed on things as much as most of you. Sold my holdings at 12.20 to take advantage of Halo drop.

But my street smart gut tells me now that there is no way the financing error was an accident. The plan to take over this company had one major road block. There was one powerful group that was getting 1-2% on their money with an opportunity to convert shares at $21 or so dollars a share. There was no way this deal was happening at $12.50 a share unless they were taken care of so what would it take. How about a payback of the principal and a new loan at a conversion price of $9/share with interest at 7% until it closes. Ok. Buy the way you can also buy more shares at market when the PS drops.

Obviously. Can’t fire the financial guy or Counsel for their oversight failure since they only did what they were told. Not sure I would have any standing but I hope this deal goes off the tracks. I doubt it will as an increase in buyout price would be more likely than an all out cancellation.

North, thanks for the informative post about BP divesting its ownership of PBMs. For once, Elizabeth Warren is making sense. We all know the PBM business model is to make money for the parent company, whichever one pays the most for them promoting their money-making drugs. Unfortunately, whoever has the strongest lobbyist with the most money will win in the end. I hope DOGE cleans up the mess ASAP.

How did the article below land here on CDMO board, rather than AMRN board? My morning mistake. But there are some common threads--FTC potential involvement and investigation. And my institution of, and/or participation in, potential shareholder law suits involving both CDMO and AMRN, 2 large positions in our portfolios.  Read on: 

An article in Thursday's Washington Post (December 12, 2024, page A2) deals  with new bi-partisan legislation that would force pharmacies and their insurance companies to divest their respective pharmacy benefit managers(PBMs) "within 3 years" of passage. The Senate bill is sponsored by Senators Elizabeth Warren(D., Mass.) and Josh Hawley)(R., Mo.), said to be "ideological foes." The House version of the bill, known as the Patients Before Monopolies Act, is sponsored by Rep. Jake Auchincloss(D., Mass.) and Rep. Diana Harshbarger(R., Tenn.). The bills would require companies that own insurers or PBMs "to divest pharmacy businesses of all kinds, including mail-order and retail." Hawley said the legislation "will stop the insurance companies and PBMs from gobbling up even more of American healthcare and charging American families more and more for less." Passage of the bills is unlikely in 2024 as Congress is wrapping up this session. 

A trade group representing PBMs opposes the legislation, saying that "the real way to lower prescription drug costs (is) by finally holding big drug companies accountable for high drug list prices."

That does not explain how 2 large generic drug companies, Hikma and Dr. Reddy, managed to drive a small Irish drug company out of business in supplying refills of prescription Brand Vascepa to me in my local CVS pharmacy at my usual co-pay of $9 or $15 for a 3-month refill. I received generic Dr. Reddy product at $200 for a 3- month supply instead of Brand Vascepa. The 3 bottles were pharmacy wrapped and sealed by staples in a brown paper bag like usual. I didn't want the generic product because, as the CAFC observed a few months ago, the Hikma generic product has no FDA-approved ANDA or sANDA for a CVD use indication, and the generic product has not been shown to be therapeutically equivalent to the Brand Vascepa.

Hello North, thank you for your reply. I sold due to uncertainty of what the consequences will be.

1. The most likely outcome we get screwed as designed by NIck and the gang and I gave up .17 cents per share.

2. We stop the illicit merger and take another 32 million dollar hit.
That in addition to the upheaval of a major administration change that should follow this debale.
The stock price heads toward $6.00.

3. There are legal ramifications that put enough fear into the heart and minds to make them pull back and submit a more reasonable buyout, which I belive at this
point would be best case scenario $15.00 to $17.00 a share.

Are you aware of other entities that have taken actions to thwart this take over?
What do perceive to be the future for the stock.

Hello, Threes. I could be wrong, but I don't think it was necessary for you to sell 70% of your holdings of CDMO. You lost a definite $$$ market value of your shares the instant the deliberate, collusive, unfair activities and/or gross negligence of the members of CDMO management and Board of Directors, and auditors at Ernst and Young, became known to the public. Each and all are responsible, including the 2 entities on the buying side of this transaction, and should be named in your complaint to SEC and in any complaint you might file  in local,  State or Federal Courts. Looking at a chart of CDMO share price, the continuous drops in CDMO share value become fixed/ascertainable. We know, apparently, the date the negotiations between members of CDMO and the putative buyers of all CDMO shares began in this M/A transaction. There may have been leaks to other people and funds who took advantage of the collusive deception directed to unknowing SHs w/o any knowledge of the abhorrent details of this M/A transaction. Is the transaction fraudulent to those unknowing SHs? Robinson-Patman Act damages? Should FTC get involved?

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I sold 70 percent of my holdings and filed a complaint with the SEC. Below is a copy of the complaint I filed it is easy to do and I would encourage everyone to do the same.
NIcholas Green President, recently let a loan with good terms expire triggering poor terms to devalue the company. They basically saddled the company with 10 million a year in interest debt to hobble the Company so they could take it private at a discount to the buyer. Then created a backroom deal with Ampersand where several of AVID's in the know people already transferred giving them inside knowledge. Then created a merger with terms that would bankrupt the company if shareholders don't approve. Including 32 million we would owe Ampersand. They did not inform shareholders of the transaction prior to it's implementation.
Nicholas Green will walk away with 200 million others will also make huge sums at shareholders expense.
Here is a link to this deal which is basically extortion. https://ir.avidbio.com/node/21041/html#tMCN8.

I am sure others can express these sentiments and details better than I , so have at it !!!

Has Cantor Fitzgerald ever advised CDMO or the 2 buyout firms proposing a merger with CDMO? The SEC had sued certain employees of Cantor with securities fraud in connection with spac merger activities. The suit was settled yesterday with payment of a fine. The head of Cantor is nominee for Commerce Secretary.

Hey St. Nick there are some agents from the SEC in the lobby to see you. Do you have time to see them?
Happy belated St. Nicks Day!!!

All in my opinion always.

In my opinion, If I were a company taking over another company at a unfair price to shareholders, I would proceed with caution.

Paul Atkins will be watching...

Before his appointment as commissioner, Atkins assisted financial services firms in improving their compliance with SEC regulations and worked with law enforcement agencies to investigate and rectify situations where investors had been harmed.

https://share.newsbreak.com/acr2wgx9?s=i16
LOCK EM ALL UP THE GREEDY MISCREANTS!!! HEY NICK!!  

Exactly 💯  time move on to acceptance. The perfect crime has been successfully completed. Nic has set himself up with generational wealth with this scam. Noone will be held accountable 

Sound about right, maybe lower?
Nick and crew have this pretty much locked up; the only way out is another buyer.
So, vote no and they decimate the share price or, vote yes and get your crumbs, how lucky do you feel?
It's so sickening to think of all the years being invested and believing Nick was our guy to finally put us on the map and he ends up being the biggest POS imaginable.
Lock him up. Lock them all up.

No the shorts are looming because they are owned by Ampersand and company.....if this buyout completes(which is sort of a fait accompli) there is no need for them to cover as they will own all of the shares.

If for some reason(and we are really talking a one in a million shot here) this buyout is turned down by shareholders, I think the share price may fall back briefly but then again head higher.....yes if you look back at past events and the timing of this buyout, it really is a set up and we just got screwed! All IMO!

Seeing we are talking alternate and far out scenarios....even if a higher bid came in now, it may not go through because so many shares have already been sold that Ampersand and Company probably already have control.

Probably only a legal challenge with some solid evidence of malfeasance could halt this sale.

Green needs to be fired for this travesty, along with the CFO and Legal. Breach of fiduciary duty.

So, if the small possibility that the proxy vote doesn't approve the sale,  do the shares slide back to $6?, and that's why all the shorts are still looming here?

So, if the votes are not approved for a takeover, Ampersand will basically bankrupt the company and take it based on the money owed to them by Avid plus, Nick stops the revolving credit and nowhere to turn for cash?
Sounds like some hostage taking going on for both shareholders and institutions, take the $12.50 and shut up or you will get nothing.
The BOD and Nick has failed their fiduciary duty miserably with this ridiculous buyout offer. All involved with this heist need to go to jail.

I wonder if this is why Roger Lias up and left Avid abruptly? He was probably told of the plan and wanted nothing to do with this fraud these scumbags are planning to do.

What we need is another buyer with a substantial offer, guess what happens to 11 million shares short? Someone besides us will get "F" royally.

This is sheer speculation here, but if the backlog and revenue trends remain as they are and perhaps even accellerate(which I personally believe will happen) the future looks pretty bright for Avid(be it public or private).

If they really expect to convert a significant amount of the backlog in the next 5 quarters....and here is where speculation comes in....a significant amount of $220 million in my opinion would be in the $200 million range, so that would be $40 million a quarter or a minimum of $160 million just from the backlog and no doubt there would be other orders coming in....some which would go straight into production and others to add to the backlog.

So based on Nick's comments, there probably is a good shot of Avid doing $200 million in revenue in the coming year and if you continue their current growth on revenue of 17%(or higher) and continue to grow the backlog by 11%(or higher)....well it is not difficult to speculate that Avid now has a clear path to fill up their capacity of $400 million in the next several years and with it strong profits going forward. I also do not believe that $400 million is their total capacity...I believe with their current expansion this is a very conservative number($500 mil plus at least...imo).

So yes I am speculating but it sure looks like Ampersand and Co are going to do very well......kind of like, they got the gold mine and we got the shaft!!!

BRIEF-Brock Pond Capital Partners Urges Avid Bioservices To Remain Standalone Public Company Absent Improved Offer
BY Reuters— 9:12 AM ET 11/13/2024
Nov 13 (Reuters) - Avid Bioservices Inc (CDMO):
* BROCK POND CAPITAL PARTNERS: URGES AVID BIOSERVICES TO REMAIN STANDALONE PUBLIC COMPANY ABSENT IMPROVED OFFER!

AVID BIOSERVICES INVESTOR ALERT by the Former Attorney General of Louisiana: Kahn Swick & Foti, LLC Investigates Adequacy of Price and Process in Proposed Sale of Avid Bioservices, Inc. - CDMO
BY Business Wire — 10:13 PM ET 11/09/2024
NEW ORLEANS--(BUSINESS WIRE)-- Former Attorney General of Louisiana Charles C. Foti, Jr., Esq. and the law firm of Kahn Swick & Foti, LLC (“KSF”) are investigating the proposed sale of Avid Bioservices, Inc. (CDMO) to funds managed by GHO Capital Partners LLP and Ampersand Capital Partners. Under the terms of the proposed transaction, shareholders of Avid will receive $12.50 in cash for each share of Avid that they own. KSF is seeking to determine whether this consideration and the process that led to it are adequate, or whether the consideration undervalues the Company.
If you believe that this transaction undervalues the Company and/or if you would like to discuss your legal rights regarding the proposed sale, you may, without obligation or cost to you, e-mail or call KSF Managing Partner Lewis S. Kahn (lewis.kahn @JustMickey-1857, or visit https://www.ksfcounsel.com/cases/nasdaqcm-cdmo/ to learn more.
To learn more about KSF, whose partners include the Former Louisiana Attorney General, visit www.ksfcounsel.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241109363350/en/

djohn

So this
Under certain circumstances,
To me all speculation. Could be another offer that the board accepts could be an example of Under certain circumstances, Again no way would a board agree to pay 32 million on something they could not guarantee. Although this is CDMO ! Only If the board members owned in total 51 percent of the outstanding shares could they have that as an option IMO

Michael

My head is spinning reading this law stuff
I re-read it and it is kind of vague... but specifically points out "fail to adopt" in additions to the circumstances(but then states under Under certain circumstances) so you could be right???
https://ir.avidbio.com/node/21041/html#tMCN8
Page 12


Termination of the Merger Agreement
In addition to the circumstances described above, Parent and Avid have certain rights to terminate the Merger Agreement under customary circumstances, including by mutual agreement, the imposition of laws or final and non-appealable court orders that make the Merger illegal or otherwise prohibit the Merger, an uncured failure of any representations and warranties in the Merger Agreement to be true and accurate, an uncured breach of the Merger Agreement by the other party, if the Merger has not been consummated by 11:59 p.m., Eastern Time, on May 6, 2025 (subject to an automatic extension until 11:59 p.m. Eastern Time on November 6, 2025 under certain circumstances), and if Avid stockholders fail to adopt the Merger Agreement at the Special Meeting (or any adjournment or postponement thereof). Under certain circumstances, Avid is required to pay Parent a Company Termination Fee equal to $32,000,000, and Parent is required to pay Avid a Reverse Termination Fee equal to $64,000,000 or a Regulatory Termination Fee equal to $32,000,000. For more information, please see the section of this proxy statement captioned “Proposal 1: The Merger Agreement Proposal—Termination Fee.”

Page A-48
Section 6.1 Termination
(d) by either Parent or the Company, if the Company fails to obtain the Company Required Vote at the Company Stockholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Merger;

Company Termination Fee.
(i) If (A) (1) this Agreement is validly terminated pursuant to Section 6.1(c) or Section 6.1(d) or (2) Parent validly terminates this Agreement pursuant to Section 6.1(e) as a result of a breach, failure to perform or inaccuracy by the Company that first occurred following the making of an Acquisition Proposal of the type referenced in the following clause (B), (B) after the date hereof and prior to the date of such termination (except in the case of termination pursuant to Section 6.1(d), in which case at least three (3) business days prior to the Company Stockholder Meeting (or any adjournment or postponement thereof)) a bona fide Acquisition Proposal is publicly disclosed (whether by the Company or a third party), or otherwise publicly made known to the Company Board or the Company Stockholders, and in each case, is not publicly withdrawn at least three (3) business days prior to the earlier of the date of the Company Stockholder Meeting (or any adjournment or postponement thereof) and the date of such termination and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement in respect of an Acquisition Proposal is entered into, then the Company will concurrently with the earlier of (x) the consummation of such Acquisition Proposal or (y) entry into the definitive agreement in respect of such Acquisition Proposal, pay, or cause to be paid, to Parent an amount in cash equal to the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent if one has been so designated by Parent. For purposes of this Section 6.3(b)(i), all references to “20%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%.”

djohn

Please show where this is stated. If my memory is correct the proxy stated certain events could require a fee but the reasons were not stated . A company that is publicly held could not guarantee the outcome of the vote. Asking institutional investors or anyone how they would vote before being made public would not be legal IMO


If the proxy vote goes against the merger then Avid owes an immediate $32 million in merger termination fee

Michael

Sounds like something the SEC should investigate. The executive team and BOD belong in jail.

No credit line as of Oct 24, 2024 (10Q)
Drop the credit line before the agreement was signed Nov, 6, 2024 Sounds very fishy

During the second quarter of fiscal 2025, the company’s revolving line of credit expired.(Avid has no line of credit)
On October 31, 2024, the company reported cash and cash equivalents of $33.4 million(probably around $30 million now)
If the proxy vote goes against the merger then Avid owes an immediate $32 million in merger termination fee.
This leaves Avid with no working capital basically insolvent. Which I think triggers immediate repayment of $160 million convertibles notes.
Doesn't that leave Avid Bankrupt?

Does anyone know why Avid would let the line of credit expire before shareholder approval of the merger??
Is that why the shorts ( 11,639,121 shares) (IMO GHO and/or Ampersand) have not yet covered their short position?

Wrapped up in a neat little package for GHO and Ampersand

As of 11/29/2024 still 11,639,121 shorts. Crazy?

https://www.nasdaq.com/market-activity/stocks/cdmo/short-interest

Avid Bioservices Reports Financial Results for Second Quarter Ended October 31, 2024
BY GlobeNewswire

TUSTIN, Calif., Dec. 10, 2024 (GLOBE NEWSWIRE) .. Avid Bioservices (CDMO), Inc. , a dedicated biologics contract development and manufacturing organization (CDMO) working to improve patient lives by providing high quality development and manufacturing services to biotechnology and pharmaceutical companies, today announced financial results for the second quarter and six months ended October 31, 2024.
Highlights from the Quarter Ended October 31, 2024:
“We delivered solid results in a competitive environment, with increased revenues and backlog offset by increased costs,” stated Nick Green, president and CEO of Avid Bioservices (CDMO). “We are pleased to reach the separately announced agreement with GHO and Ampersand, which will provide our stockholders with significant, immediate and certain cash value for their shares. The transaction also provides us with partners who are committed to leveraging their deep industry experience, focused strategy, and collaborative approach to drive growth beyond the Company’s standalone plan.”

Financial Highlights for the Second Quarter and Six Months Ended October 31, 2024
Revenues for the second quarter were $33.5 million, an increase of 32% as compared to revenues of $25.4 million recorded in the same prior year period. For the first six months of fiscal 2025, revenues were $73.7 million, an increase of 17% as compared to revenues of $63.1 million in the same prior year period. >>>> The revenue increase for the second quarter and six months ended October 31, 2024, was attributed to increases in manufacturing and process development revenues! > During the second quarter of fiscal 2025, the company’s revolving line of credit expired.

I like that their costs had increased due to compensation and benefit related expenses along with increased legal fees! Makes you wonder if these additional costs are part of their overall compensation package in the buyout.

Yes disgusting, but not a hell of lot we can do about it!

Absolutely.

Nick should have just posted a picture of himself giving the shareholders a great big middle finger. Saying here’s your financial results suckers.

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News Release Details
Avid Bioservices Reports Financial Results for Second Quarter Ended October 31, 2024

December 10, 2024 at 4:05 PM EST
Download PDF
TUSTIN, Calif., Dec. 10, 2024 (GLOBE NEWSWIRE) -- Avid Bioservices, Inc. (NASDAQ: CDMO), a dedicated biologics contract development and manufacturing organization (CDMO) working to improve patient lives by providing high quality development and manufacturing services to biotechnology and pharmaceutical companies, today announced financial results for the second quarter and six months ended October 31, 2024.
Highlights from the Quarter Ended October 31, 2024:
“We delivered solid results in a competitive environment, with increased revenues and backlog offset by increased costs,” stated Nick Green, president and CEO of Avid Bioservices. “We are pleased to reach the separately announced agreement with GHO and Ampersand, which will provide our stockholders with significant, immediate and certain cash value for their shares. The transaction also provides us with partners who are committed to leveraging their deep industry experience, focused strategy, and collaborative approach to drive growth beyond the Company’s standalone plan.”
Financial Highlights for the Second Quarter and Six Months Ended October 31, 2024
Revenues for the second quarter were $33.5 million, an increase of 32% as compared to revenues of $25.4 million recorded in the same prior year period. For the first six months of fiscal 2025, revenues were $73.7 million, an increase of 17% as compared to revenues of $63.1 million in the same prior year period. The revenue increase for the second quarter and six months ended October 31, 2024, was attributed to increases in manufacturing and process development revenues.
As of October 31, 2024, backlog was $220 million an increase of 11% compared to $199 million at the end of the same quarter last year. The company anticipates a significant amount of its backlog will be recognized as revenue over the next five fiscal quarters.
Gross loss for the second quarter was $2.0 million compared to a gross loss of $4.7 million for the same prior year period. Gross profit for the first six months of fiscal 2025 was $3.7 million compared to a gross loss of $0.6 million for the same prior year period. The increase in gross profit for the second quarter and six months ended October 31, 2024, compared to the same prior year period was primarily driven by increased revenues, partially offset by increases in compensation and benefit related expenses, facility, manufacturing and other related expenses, and depreciation expense.
SG&A expenses for the second quarter were $10.6 million, an increase of 61% compared to $6.6 million recorded in the same prior year period. The increase in SG&A for the second quarter ended October 31, 2024, compared to the same prior year period was primarily due to increases in compensation and benefit related expenses and legal fees. SG&A expenses for the first six months of fiscal 2025 were $18.8 million, an increase of 46% compared to $12.8 million recorded in the prior year period. The increase in SG&A for the second quarter and six months ended October 31, 2024, compared to the same prior year period was primarily due to increases in compensation and benefit related expenses and audit, legal and other consulting fees.
Net loss for the second quarter was $17.4 million or $0.27 per basic and diluted share, compared to a net loss of $9.5 million or $0.15 per basic and diluted share for the same prior year period. For the first six months of fiscal 2025, the company recorded a net loss of $22.9 million or $0.36 per basic and diluted share, compared to a net loss of $11.6 million or $0.18 per basic and diluted share during the same prior year period.
On October 31, 2024, the company reported cash and cash equivalents of $33.4 million, compared to $38.1 million on April 30, 2024.
During the second quarter of fiscal 2025, the company’s revolving line of credit expired.
More detailed financial information and analysis may be found in Avid Bioservices’ Quarterly Report on Form 10-Q, which is being filed with the Securities and Exchange Commission today.
Acquisition of Avid Bioservices by GHO Capital Partners and Ampersand Capital Partners
On November 6, 2024, the company announced that Avid, GHO Capital Partners LLP ("GHO") and Ampersand Capital Partners (“Ampersand”) have entered into a definitive merger agreement for Avid to be acquired by funds managed by GHO and Ampersand in an all-cash transaction valued at approximately $1.1 billion. Under the terms of the merger agreement, GHO and Ampersand would acquire all the outstanding shares held by Avid’s stockholders for $12.50 per share in cash. The per share purchase price represents a 13.8% premium to Avid’s closing share price of $10.98 on November 6, 2024, the last full trading day prior to the transaction announcement, and a 21.9% premium to the company's 20-day volume-weighted average share price for the period ended November 6, 2024. This transaction equates to an enterprise value of approximately $1.1 billion, a 6.3x multiple to consensus FY2025E revenue.

The transaction, which was unanimously approved by the Avid Board of Directors, is currently expected to close in the first quarter of 2025, subject to customary closing conditions, including approval by Avid’s stockholders and receipt of required regulatory approvals. The transaction is not subject to a financing condition. The companies will continue to operate independently until the proposed transaction is finalized. Upon completion of the transaction, Avid common stock will no longer be listed on any public stock exchange. The company will continue to operate under the Avid name and brand.

In light of the proposed transaction, Avid will not host an earnings conference call and is suspending its practice of providing financial guidance.
About?Avid Bioservices, Inc.
Avid Bioservices (NASDAQ: CDMO) is a dedicated contract development and manufacturing organization (CDMO) focused on development and CGMP manufacturing of biologics. The company provides a comprehensive range of process development, CGMP clinical and commercial manufacturing services for the biotechnology and biopharmaceutical industries. With more than 30 years of experience producing biologics, Avid's services include CGMP clinical and commercial drug substance manufacturing, bulk packaging, release and stability testing and regulatory submissions support. For early-stage programs the company provides a variety of process development activities, including cell line development, upstream and downstream development and optimization, analytical methods development, testing and characterization. The scope of our services ranges from standalone process development projects to full development and manufacturing programs through commercialization. www.avidbio.com
Forward-Looking Statements
Statements in this press release, which are not purely historical, including statements regarding the company’s projected revenue ramp and expected continued momentum, expected future sustained profitability, the estimated annual revenue-generating capacity of the company’s facilities, the expected benefits to the company’s business from customers with later stage programs, the anticipated timing for recognizing revenue from the company’s backlog, the realization of the company’s strategic objectives, the company’s revenue guidance, and other statements relating to the company’s intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, including, but not limited to, the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection with the proposed transaction; the possibility that the company’s stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the company’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the company to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally, the risk the company may experience delays in engaging new customers, the risk that the company may not be successful in executing customers projects, the risk that changing economic conditions may delay or otherwise adversely impact the realization of the company’s backlog, the risk that the company may not be able to convert its backlog into revenue within the contemplated time periods, the risk that the company may experience technical difficulties in completing customer projects due to unanticipated equipment and/or manufacturing facility issues which could result in projects being terminated or delay delivery of products to customers, revenue recognition and receipt of payment or result in the loss of the customer, the risk that the company’s later-stage customers do not receive regulatory approval or that commercial demand for an approved product is less than forecast, the risk that one or more existing customers terminates its contract prior to completion or reduces or delays its demand for development or manufacturing services which could adversely affect guided fiscal 2025 revenues, the risk that expanding into a new biologics manufacturing capability may distract senior management’s focus on the company’s existing operations, the risk that the company may experience delays in hiring qualified individuals into the cell and gene therapy business, the risk that the company may experience delays in engaging customers for the cell and gene therapy business, and the risk that the cell and gene therapy business may not become profitable for several years, if ever. Our business could be affected by a number of other factors, including the risk factors listed from time to time in our reports filed with the Securities and Exchange Commission including, but not limited to, our annual report on Form 10-K for the fiscal year ended April 30, 2024, as well as any updates to these risk factors filed from time to time in our other filings with the Securities and Exchange Commission. We caution investors not to place undue reliance on the forward-looking statements contained in this press release, and we disclaim any obligation, and do not undertake, to update or revise any forward-looking statements in this press release except as may be required by law.

Last 13g I can find is January 25th 2021 and Eastern Cap owned less than 1%

https://www.sec.gov/Archives/edgar/data/704562/000140840821000006/cdmo_ecl13ga.htm

Is Dart still around?  I can't imagine he or other institutions want this growth machine stolen from them, unless of course they are part of the take it private entity.  

My bet no call -- just submit the quarterly results  to meet the SEC requirements.  

A public company must still report quarterly earnings even when a bid to take them private is in process, as the requirement to file quarterly reports with the SEC applies to all publicly traded companies regardless of potential privatization efforts; they are obligated to continue reporting until the transaction is officially completed and the company is delisted from the stock exchange.

In that case, expect a ho hum nothing to see here blasé report