|Over a quarter ago|
NewLink Genetics rejects unsolicited acquisition proposal from Evercel, Inc » 08:0312/1612/16/19
NewLink Genetics Corporation (NLNK) announced its rejection of the unsolicited acquisition proposal received on November 5, 2019 from Evercel, Inc. (EVRC), a holding company with a primary operating business selling line matrix printers and accessories. The company said, "The NewLink Board of Directors, consistent with its fiduciary duties and in consultation with outside financial and legal advisors, thoroughly evaluated the Evercel proposal and has determined that it is not in the best interests of NewLink's stockholders. The Board concluded that the Evercel proposal is not actionable because it does not constitute, and could not reasonably be expected to lead to, a "Superior Offer" as defined in the definitive merger agreement with Lumos Pharma. As a result, the Evercel proposal does not satisfy the requirements in the Lumos Merger Agreement for granting due diligence access or commencing negotiations with respect to a competing proposal. The Board is confident that the NewLink and Lumos combination will drive long-term sustainable value and believes that the Lumos Merger Agreement, entered into on September 30, 2019, represents the best path forward for its investors. As previously announced, NewLink's largest stockholder, Stine Seed Farm, Inc., has signed a support agreement to vote in favor of the merger and remains in committed support, without qualification. NewLink continues to remain focused on completing the proposed merger and the subsequent development of Lumos Pharma's lead candidate, LUM-201, a potential oral therapy for pediatric growth hormone deficiency (PGHD) and other rare endocrine disorders. PGHD occurs due to inadequate production of growth hormone in the pituitary gland during childhood leading to lack of physical growth and/or short stature...The Board remains committed to completing its planned transaction with Lumos, which is expected to close in the first quarter of calendar year 2020 and is subject to customary closing conditions, including the approval of NewLink's stockholders."
NewLink Genetics advances over 11% after Evercel discloses rejected offer » 17:4112/1212/12/19
Shares of NewLink…
Shares of NewLink Genetics are up over 11% or 18c to $1.78 per share in after-hours trading after Evercel said it has made alternative offers to acquire NewLink, including one for $1.75 in cash per share. "We tried to engage in a good faith discussion with NewLink's Board of Directors in order to deliver a superior offer to shareholders. However, NewLink's Board turned down our offer without even engaging in any discussion with us.
Evercel announces rejected offer to acquire NewLink Genetics » 17:3612/1212/12/19
Evercel (EVRC) has made…
Evercel (EVRC) has made an offer to acquire NewLink Genetics (NLNK). Daniel Allen, Chief Executive Officer of Evercel, announced on November 25 Evercel has made alternative offers to acquire NewLink, including one for $1.75 in cash per share. "We tried to engage in a good faith discussion with NewLink's Board of Directors in order to deliver a superior offer to shareholders. However, NewLink's Board turned down our offer without even engaging in any discussion with us. "NewLink shareholders are being asked to approve a merger with privately held Lumos Pharma that we believe is not in their best interests and will likely destroy shareholder value at NewLink. Lumos is a money losing clinical stage biotech company with a single early stage pipeline asset that it acquired in July 2018 for $3.5 million upfront. The clinical path of Lumos' previous drug candidate was deemed not viable due to safety concerns. We believe our cash offer is superior to the current all stock Lumos deal as it offers NLNK shareholders a strong premium to the $1.45 volume weighted average share price since the Lumos deal was announced, certainty of value and an expedient path to closure. In contrast, we believe the Lumos deal will likely result in continued dilution to NewLink shareholders, accelerated cash burn and the pursuit of unlikely success of a previously failed drug candidate." "NewLink shareholders will have an important decision to make in the coming weeks on whether to approve the merger with Lumos, and we believe shareholders deserve the full picture of NewLink's options starting with an explanation for why the Board has refused to engage with Evercel about reaching a deal that may promise shareholders much greater value with significantly less risk than the Lumos merger."