Theralase Technologies Inc. V.TLT

Not sure I wanted to bring this topic up (again.)

[menoalittle]

But, as it just might make one or two that read here give this some serious thought before hitting these'll button, I'm going to risk it, even though I know there's probably a lot of you that don't (and won't) believe it.

After recently digging through enough stuff to say that I'm quite sure it's right, I can't find and don’t see where this company has any sort of poison pill in place that would discourage a hostile takeover attempt.  So, in light of the entire situation here, I think the company is EXTREMELY vulnerable to it, especially with the large amount of August warrants that look at this point, likely to expire worthless.  Do you know how easy that would make it for an interested party to swoop in and quickly suck up a significantly large percentage of outstanding stock in preparation for a proxy fight?

In addition to the size of the position they could quickly (and relatively cheaply) control, do you really think that there wouldn't also be a large number of current shareholders (and warrant holders, that could exercise shares) that would be swayed to vote in favor of... let's suppose it's a dollar more than what the stock is trading for right now.

What do you think the total cost of such a takeover would cost the bidder?  300 million, perhaps?  I don't like the sound if it, for sure.  But I think the chances of it happening (sooner than you might think) are far, far more  real than a lot of folk might believe or be willing to admit... or they would never be selling at these insanely cheap price levels.

But, what do I know.  Maybe y'all think this is just a bunch of hooey.

[DeathXray33]

TGT is @ 146. pre-market in case anybody wanted to know.

[plantrader]

It sounds like you can articulate it very clearly, so maybe the company can answer that question. I don't see why it would be secret / privileged info, so maybe asking them will clear things up?

[plantrader]

Despite not being a behind-the-scenes expert in such things, my first thought was... there might not be enough shares available for anyone to really do much. Even if you add up all the retail shares combined, I'm sure it's still just a drop in the bucket compared to what the principles of this company own. Therefore, no way for a hostile entity to win a proxy war. That's just a guess

[menoalittle]

Plantrader, perhaps you should take a look at how many 35 cent warrants are due to expire in August, and then compare that to the total percentage of the outstanding shares (as well as the total number of shares, options, and warrants are actually controlled by management.)  It might not be as difficult as you think for an outside company to step in and rather quickly gain direct control over

[plantrader]

@meno, Right but I don't think all the other (retail) shareholders own a large enough total # of shares for it to matter too much in comparison to what the company and related parties own. I don't know the #s though, and not concerned enough about this to dig it up. If you already know the #s then why haven't you just stated it as part of the basis for your concern? How many total .35

[menoalittle]

I've been around over 5 years, and have read through enough MD&A's to have a reasonably decent feel for it... so, call it a concern that I have (if nothing else) that I don't think most shareholders (some of which probably also hold sizeable positions, and many that have been around for much longer than that) have bothered to even consider... yet they continue holding with the

[menoalittle]

What question is it in that post that you suppose they can "clear up"? What the [hostile] takeover would cost the bidder? The only estimate they might have of that, is what percentage of the votes they might be able to vote against it at a certain price level... and at best that would undoubtedly be a rather speculative guess.  Which wouldn't be all that clear no matter what

[plantrader]

How many warrants are possible + how many shares controlled by Mgt & BoD = the number of total shares, in theory, that a hostile entity would have to control in order to even have a shot at a takeover? My guess is that Mgt + BoD have so many shares that it's hardly possible at all. I'm sure it's more complicated than that, but maybe they can tell you off-hand what those controlled

[plantrader]

Hmm, only 8.7% of shares controlled by insiders? Not sure if what I found is accurate. I thought it was quite a bit higher than that. Not sure what the float is either.

[Alamir1111]

Investor Type Breakdown     Category      # Investors      Own %      Shares     

[Alamir1111]

Menoalittle all makes sense cause the way tlt managment structure is setup and to be changed  is impossible (smart).But if somebody who would take interset in company and change direction could  just like you said cheaply gain access to control it..But hey that's another pain in the but for  us could take years to come to fruition. I'll take half a billion offer any day

[menoalittle]

The only 3rd party that I actually suspect being able to pull off a successful proxy fight is probably big pharma.  And like I mentioned in an early post, I think it would be significantly cheaper for them to do it with a stock exchange offer to existing shareholders rather than a cash bid. Furthermore, I doubt any of us would question whether or not they could bring all that TLT is currently

[plantrader]

Part of the reason I don't like an all stock exchange right now is because the market is at an illogical all time high (and shouldn't be). Completely disconnected from reality. Which could leave us quite vulnerable to any cyclical or systemic market correction and degrade the value we received in the exchange IF Theralase's IP doesn't result in a corresponding BOOM for the acquirer

[Alamir1111]

Part of the reason I don't like an all stock exchange right now is because the market is at an illogical all time high (and shouldn't be). Completely disconnected from reality. Yes the reality is don't count your chickens till they hatch and even than some won't make it to butcher shop but some they keep it as pets

[StevenBirch]

Boy you guys are really pushing the hostile takeover theory hard, is that the new reverse split scare tactic?

[plantrader]

Who is "you guys"? I don't see anyone pushing it. I was actually saying I don't think it's likely, if even possible. I probably know lessthanalittle, though.

[Alamir1111]

Don't see nothing hostile about enhancing share holders value.Reverse split ?Same s different flavour

[StevenBirch]

Enhancing shareholder value? People have been here 8+ years to vote in favor of a buyout for $500M, what is that $1.50? It just seems odd to me that some have come out of the woodwork lately and others are promoting a lowball buyout - with no evidence to suggest that it's even in the cards or that a lot of people would be in favor of it. I know I'm not, I've waited this long what's

[Alamir1111]

Good for you appreciate your support for company. But if you check your bank account right now and add 10 × to it im pretty sure you'd feel different

[menoalittle]

Exactly who do you think or suggest is promoting it, SB? I very plainly stated that I was concerned about it, and that perhaps you should be as well... because I sense that the threat of it is very real, regardless of whether you agree or not.  Anyone selling the stock at these price levels obviously has taken no thought, concern or care for it, or they simply wouldn't be selling at

[gojotv!]

This has happened periodically in the past. It's clear they want to know if they can buy out TLT at a bargain. I used to think I'd consider letting go at $100/share, but with inflation and the growing instability of the market, I don't want to end up old in the poorhouse... Nor any of my family either... So, anywhere under $200/share, don't even talk to me. Frankly, I'd

[plantrader]

That would be beyond amazing. LOL! But get real. You really think this tiny company is going to execute and deliver their way to $200/share? Is it happy hour in your location or something? Even if they start to prove they can actually deliver (TBD on that so far), they won't make it that far b/c a big pharma would throw enough $ at them to make a buyout happen. And that's best case

[Alamir1111]

Looks like there is still  fallout from Science first poisoning.want to assure you he's got a new job.

[2b7f6fab]

Per the latest annual meeting notice insiders own 19 million shares, plus 18 million stock options, CEO/CFO own a lot of warrants. In total insiders own maybe 15% on a fully diluted basis. The issue I see with a low ball take out offer is that there are more than one big pharma watching here.  Say big pharma company publicly offers $1/sh that's only $330 million for technology that could

[plantrader]

@2b7, Thanks very much for the actual #s.

[menoalittle]

>> The issue I see with a low ball take out offer is that there are more than one big pharma watching here.  I strongly agree with that, which is why I think it would probably take at least $1.50/share, which would end up being around 1/2 billion (which is the figure I initially threw out here.)  Even it were to spark another offer, I think anything around $2/share is still

[2b7f6fab]

At this stage I think it would take $2 billion, if after succesful ph1 gbm/nsclc then $6 to $10 billion.  Let's consider Merck's keytruda patents fall off in a few years, maybe they can get it extended.  Merck's market cap is $326 billion.  Keytruda accounts for 1/3 of sales and probably more than half it's market cap.  $2 billion today is not much to protect

[Legit62]

2b7f, totally agree 5 billion nothing to these big pharma to create billions and billions of profit, my thought is hopefully we are in the 5 to 10 billion range easy for what we have in the pipeline. thats conservative IMO

[skys1]

Agree Legit, a little over a year ago someone very experienced and successful in the field of Oncology told me he estimated TLT was worth in the area of $3 billion or roughly $10 p/s. Further, if they could make any kind of progress in GBM etc. it would greatly increase that value, and these people are talking about $1.50 or $2 p/s??? 

[CancerSlayer]

Yep...lots of proprietary exclusivity will be falling off the books, which is driving a lot of the upswing in M&A acitivity by Pharma this year.  And would love to see a deal which also includes a post-BTD (or other) milestone payment with the added intent to magnify our tech's potential via a spinoff company or two.  The latter could add exponential value to our pocketbooks

[CancerSlayer]

"The issue I see with a low ball take out offer is that there are more than one big pharma watching here.  Say big pharma company publicly offers $1/sh that's only $330 million for technology that could and probably will be worth tens of billions given a few more years time and trials.  The rest of big pharma isn't going to just watch this get taken out like that.  If