Prescott Group Reiterates Its Position Against Merger Between PharmAthene, Inc. (PIP) and Theraclone; The Merger is Terminated

Update: According to a statement on Theraclone’s website, the merger agreement between Theraclone Sciences and PharmAthene, Inc. (NYSEMKT:PIP) has been terminated. In this way, PharmAthene has cancelled the special meeting of shareholders where they were supposed to vote on the merger between two companies. Following the termination of the merger, PharmAthene will pay Theraclone a termination fee worth $1.0 million.

Phil Frohlich‘s Prescott Group Capital Management, has reiterated its position against the merger between PharmAthene, Inc. (NYSEMKT:PIP), and Thercalone Sciences. In a newly amended filing with the Securities and Exchange Commission, Prescott stated that Thercalone’s Broad spectrum anti influenza A M2e fully human monoclonal antibody TCN 032 will not receive funding from the Biomedical Advanced Research and Development Authority (BARDA).


Since the merger presentation claimed that the aforementioned TCN 032 has the largest market potential, the merger between companies should be questioned since it contradicts some of the key points outlined by PharmAthene, Inc. (NYSEMKT:PIP)’s Board to explain the merger: “(1) access to non-dilutive government funding; and (2) a significant worldwide market opportunity for one of Theraclone’s most developed drugs.”

In this way, Prescott urged again the shareholders of PharmAthene, Inc. (NYSEMKT:PIP) to vote against the merger, as it did in a press release issued last week.

The shareholders of PharmAthene should vote at the special meeting that will be held tomorrow, on December 3rd regarding the merger between Theraclone and PharmAthene. Under the terms of the merger agreement, shareholders of Theraclone will receive stock that will be additionally issued by PharmAthene, Inc. (NYSEMKT:PIP), such that the proportion of shares held by them amounts to 50%.

The fund initiated a 10% stake in PharmAthene, Inc. (NYSEMKT:PIP) earlier in September, and since then it has been negotiating with the Board about the merger, severely opposing the process. However, Prescott’s requests to call two shareholder meetings have been denied by the company, which justified its refusal by stating that the investor had to file a request with the SEC first. The board of the company also mentioned that it does not plan to enter in any discussions regarding the merger.

PharmAthene and Theraclone entered into a merger agreement earlier in August.

Disclosure: none

Recommended Reading:

Bay Pond Partners Open Position in First Internet Bancorp (INBK)

North Tide Capital Asks the Board of Healthways, Inc. (HWAY) for CEO Removal

Alexander M. Seaver, Stadium Capital Management Reduce Stake in Big 5 Sporting Goods Corporation (BGFV)