The Webinar - Getting Good Information First off, some folks would like to play referee, peacemaker, or Mother Theresa. They suggest that everybody should calm down, back off, cool yer jets. I'm not too much into that. I'm sticking around. I won't be posting as much but I will be pursuing my own interests using all tools I have available, and I will jump in here when it makes sense. And my interests have the potential to cause some trouble, and that trouble may be helpful to all Bioasis shareholders.
Dr. Deborah Rathjen Is Not Saving Shareholders
I was talking with shareholders deep into last evening. The major sentiment was and remains to stop this takeover. I understand that. It would be really painful to lose Bioasis and xB3, and especially painful to watch Dr. Deborah Rathjen succeed and score a big win after doing virtually nothing with xB3 and leading, actually putting, Bioasis shareholders into this terrible state. My guess is that after failing to advance xB3 and to sign meaningful deals, she has convinced herself that she is now saving the shareholders with this deal. I think it's up to the shareholders to decide whether they're being saved or not. My opinion is "No, she is not!". To shareholders it looks more like they're being sold out, not saved.
The Upcoming Webinar
Although the major sentiment is to stop this deal, I think that some questions ought to be asked first. If the shareholders can and do vote to turn this deal down, is Bioasis in a place where it will default on the Lind or other loans for which xB3 has been pledged as collateral?
It's possible that shareholders could vote to cancel the deal but Bioasis could still be gutted, creating a victory for the real beneficiaries of this deal, Ladenburg Thalmann (LT), the Lind group and the LT financing placees.
First off, a webinar is a seminar conducted over the internet. It's a lecture. This one has written questions, but it's still a lecture, completely controlled by Dr. Deborah Rathjen. The questions are to be submitted to GD at Colwell Capital and Dr. Deborah Rathjen will chose which questions she's prepared to address. She will not be facing shareholders.
It may be possible to get her on the record about the full consequences that a "no" vote will trigger, meaning consequences that are automatically triggered, that may be triggered by the players, and the possible, non-documented, consequences of turning the deal down.
The Questions
I have no confidence that Dr. Deborah Rathjen will choose to answer, or even acknowledge, any tough questions. If she does choose to answer a question, she is likely to obfuscate, dissemble or otherwise unlikely to provide an accurate and satisfying answer.
The questions need to be general and specific, such as:
- What are the consequences of the shareholders rejecting this acquisition by Midatech?
- What are the payment due dates for all debts for which Bioasis has pledged the assets of the company as collateral?
- Has this deal been set up so that shareholders cannot vote it down without losing the xB3 intellectual properties?
- How can shareholders safely vote "no" to this acquisition?
Whatever form these questions take, they must be placed in the public domain. These questions seek to discover the consequences of turning the deal down. However, Dr. Deborah Rathjen now has a conflict of interest in seeing this deal through. She becomes a part of Biodexa and will likely be further rewarded in that position. If xB3 is sold off to another entity, likely private, then the people acquiring it will likely reward her handsomely for setting up this great xB3 opportunity for them.
Frankly, I would rather the questions be presented to Bioasis counsel and CFO, people who may have an interest in fully and forthrightly answering the questions. There may be consequences for them if they failed to be entirely forthright.
But then, the problem with questions is whether we have sufficient knowledge to ask questions that have no wiggle room, questions for which there are definitive answers. Dr. Deborah Rathjen has illustrated considerable skill in telling shareholders things with just enough truth and omissions to keep her out of trouble, but without revealing enough to allow proper consideration by shareholders.
There is no point in asking Dr. Deborah Rathjen to give any kind of assurances that Bioasis shareholders will continue to hold about 10% of Biodexa. Biodexa will be controlled by Ladenburg Thalmann and its allies with their almost 75% of Biodexa shares. They can vote to sell xB3 for a dollar if they want.
The Biodexa (LT) shareholders can and will possibly need to roll Biodexa back and refinance the company, essentially wiping any real value that Bioasis shareholders have in Biodexa. Biodexa does not come out of this deal with enough money to do much of anything and will very soon need more money. There does NOT appear to me to be any real effort to set Biodexa up with real structure and value for success. The deal's lack of reference to xB3 represents evidence of that.
The asset in the deal with the highest potential value is xB3, and it is not in the least being promoted as anything important in the deal. It looks like the players don't want anybody to consider it to be of significant value. It's possible that this is being done purposefully so that if xB3 is sold by Biodexa to a private or other entity, it will be done so very cheaply, and with little market concern. If Biodexa sold xB3 for a good value for Biodexa, say $50 million or $100 million, then Biodexa would be financed and Bioasis would own a company without xB3, but with some hope of having value develop down the road with the remaining Biodexa assets. But the Bioasis shareholders' stake in further xB3 potential would be lost forever.
Only down the road would the true value of xB3 begin to be known, far too late and distant to be of any benefit to its current owners, the Bioasis shareholders. I believe this may be the single most important objective of the LT group and Dr. Deborah Rathjen, the ultimate placement of xB3 in the hands of private interests, the identity of whom may not only now be known, but may be players in this acquisition. There is no way of neither knowing or not knowing all of this for certain. But there is a reason that xB3 is being downplayed with no mention of xB3-001 (Trastuzumab), xB3-004 (IL1-Ra), progranulin, and others. They don't want to promote xB3 for their own undeclared reasons.
If Dr. Deborah Rathjen were serious about the success of Biodexa and Bioasis shareholders she would be promoting the hell out of the Bioasis development pipeline. Instead, she's leaving it out, contributing to a Bioasis share price of 7¢ and a drop in Midatech share price of almost 50% since the beginning of the month. I haven't researched it yet but Midatech, having almost been delisted from NASDAQ, could again face NASDAQ delisting, forcing it to go elsewhere or sell itself, also setting up a loss of everything for Bioasis shareholders.
Dr. Deborah Rathjen, as a director of Biodexa, does not have the power to protect Bioasis shareholders. Besides, this deal suggests that there is no likelihood that she would be so inclined. If she were to become so inclined, my guess is that Biodexa would boot her out. Once they learn what she's like, they may do that anyway.
It's possible that Ladenburg Thalmann and their allies counted on Dr. Deborah Rathjen to agree to this deal no matter how much the Bioasis shareholders opposed it, meaning that the LT allies counted on her giving up the interests of Bioasis and its shareholders. But, they would understand if she would give up the interests of Bioasis and it shareholders, then she would likely make a play against Biodexa, LT and everybody else. They may now know or suspect this about her and they may very well ease her out of the picture when they can safely do so. There is reason to believe that Dr. Deborah Rathjen does not read and sufficiently understand important documents. She may not understand her own strengths and vulnerabilities in this deal.
So, I think some serious questions are required and the answers Dr. Deborah Rathjen gives in the lecture must be very carefully parsed for meaning. There are people on this forum who have a very poor record of parsing the meaning of carefully worded documents and posts. I think the more capable of you has best, at least quietly, get involved.
Finally
Maybe some money ought to be spent having a lawyer help prepare hard questions. The questions could be sent to GD by shareholders, en masse, making it clear to Dr. Deborah Rathjen, Ladenburg Thalmann, Lind, the placees, and to Midatech, that the only serious question for which Bioasis shareholders want an answer is how to get out of this terrible deal.
After the webinar, whether the questions are answered or not answered, the next actions by shareholders can then be considered.
jd
A Note about "Accretive"
If we ever again see the word "accretive" in any Bioasis document, I think it should be reported as a bald-faced lie. The stock has now hit 7¢. The stock was 40¢ when DrDR took over. The word "accretive" should never be associated with anything DrDR has done. "Erosive" is the correct word, especially for the last year, and the last couple of days, ever since Ladenburg Thalmann and their so-called "accretive" attention has been applied to Bioasis.