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Post by mnholdem on Aug 5, 2014 13:50:32 GMT -5
When Mannkind Officer Juergens Marten recently sold some shares, I went into my Scottrade account to check insider activity. A few weeks ago there were two additional planned insider sales listed by officers, one for August 2014 and a Planned Sale for November 2014. This morning I looked, and all remaining Planned 2014 Sales by Mannkind Insiders have disappeared from Scottrade's Insider Activity list.
Several respected board members have posted about a possible restructuring, that an acquisition is in the works for Mannkind Corp and all rights to Afrezza, but everything related to Technosphere is being retained by Alfred Mann through the birth of a new entity (i.e. Mannkind Technologies). Current MNKD shareholders could receive shares of both the new BP/owner PLUS shares of Mannkind Technologies.
Investors who are convinced that Afrezza will become a block buster will continue to hold their shares of the BP that owns Afrezza and even Mannkind Corporation itself if the company and plant is acquired.
Investors who believe the Technosphere drug delivery system will become global Game Changer in the $225 billion drug industry, continuing to produce novel drug treatments and new drug partnership deals, will continue to hold their shares of Mannkind Technologies.
If this, or a similar scenario is unfolding, all planned insider trades for MNKD would be cancelled due to a pending cash/stock swap, when MNKD are swapped for BP shares.
I know this is very speculative and that I may be over thinking this, so what other scenarios would cause planned insider sales to be cancelled?
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Post by mnholdem on Aug 5, 2014 14:00:30 GMT -5
I'm also wondering if an IPO would be required for the new entity, or if an SEC filing could be used for changing the name of the corporation.
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Post by itcouldgo on Aug 5, 2014 14:01:14 GMT -5
If you assume that there is a stock swap, how would that work? How would MNKD know how many shares I own and how to get me the BP's stock?
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Post by sr71 on Aug 5, 2014 14:08:52 GMT -5
Great observation, and it is certainly consistent with our Long points of view. Hopefully the insiders are already regretting their recent sales of MNKD in July.
As for a new company (Mannkind Technologies?), it would seem reasonable that holders of current MNKD stock could be issued shares. But it may be necessary for the company to also issue additional new shares to fund it's operations. Alternatively, part of any Partnership/Buyout deal for Afrezza/MNKD possibly could involve some funding for the new company. |
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Post by mdcenter61 on Aug 5, 2014 14:10:01 GMT -5
If you assume that there is a stock swap, how would that work? How would MNKD know how many shares I own and how to get me the BP's stock?
Stock ledgers (electronic) maintain ownership record of stocks - same used in payment of dividends, etc. Your broker would have your shares registered with MNKD. Warrants as well, although that would present a different issue. Calls and Leaps would be a whole different animal (would need to exercise to get stock swap).
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Post by mdcenter61 on Aug 5, 2014 14:12:18 GMT -5
I'm also wondering if an IPO would be required for the new entity, or if an SEC filing could be used for changing the name of the corporation. I would think that a name change would be the route. Existing shareholders would retain their shares (and gain BP shares) and the MNKD shares would become Mannkind Technologies. Probably much less expensive than a new issue, but I am certainly not an SEC expert. |
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Post by mnholdem on Aug 5, 2014 14:16:15 GMT -5
If you assume that there is a stock swap, how would that work? How would MNKD know how many shares I own and how to get me the BP's stock? Example: ABC Pharma wants to acquire Mannkind Corporation
ABC shares are currently $60/share. If they value MNKD at $55/share, you would likely get a 1:1 swap. You would be given 1 share of ABC for each share of MNKD stock you own. The extra $5 would likely be included, because 400 million shares would cause dilution of ABC shares, meaning your new shares of ABC are worth $55/share after dilution.
The stock swap usually occurs directly through your brokerage. Your MNKD shares would disappear and be replaced with shares of ABC. In addition, you would also have X amount of MNKT (Mannkind Technologies) shares in your account.
This is ONLY if the entire company is sold and Al creates a new company to retain Technosphere and related patents.
Can anyone else add here? This is not exactly my forte.
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Post by dreamboatcruise on Aug 5, 2014 14:32:09 GMT -5
I don't see what the point of buying the company Mannkind only to then spin off part of it in a new company. It is unnecessarily complex. Also, I believe most tax loss carryover disappears. The more likely route to implement this split, if that is what happens, would be for the BP to simply acquire rights, employees and facilities related Afrezza and our existing MNKD would become the Technosphere and oncology pipeline company. Perhaps I'm overlooking some reason for a full acquisition and then spin out. To me there would have to be some logical explanation to suspect that, not just from the structure of website.
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Post by papihoyos on Aug 5, 2014 14:39:14 GMT -5
It would be simpler for MNKD to transfer their assets related to Afrezza (PPE and inventory) to a separate SPE and sell the entity. Don't forget MNKD has a substantial NOL carryforward they need to preserve.
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Post by mnholdem on Aug 5, 2014 14:46:58 GMT -5
I don't see what the point of buying the company Mannkind only to then spin off part of it in a new company. It is unnecessarily complex. Also, I believe most tax loss carryover disappears. The more likely route to implement this split, if that is what happens, would be for the BP to simply acquire rights, employees and facilities related Afrezza and our existing MNKD would become the Technosphere and oncology pipeline company. I was thinking the restructuring would happen first, in order to separate out the assets, including plant, intellectual properties, current test data records, etc. Then one of those companies would be sold along with all the assets that were determined to belong to that company.
You're certainly spot on when you say it seems too complicated.
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Post by babaoriley on Aug 5, 2014 15:45:14 GMT -5
We could continue this thread and various speculations and structures ad infinitum, and likely none would be close to what actually happens. Not saying it's not fun and/or interesting to speculate, just sayin' people shouldn't all of a sudden think one or two of the more popular scenarios will actually obtain.
If there is to be some sort of split sale, then I'm pretty sure the structure would be dictated by tax consequences, and those will be well taken care of, to our benefit or detriment, not sure, but likely to the benefit of most shareholders.
One thing I'm pretty darn sure of, no company whose stock is trading for $60/share (US dollars) at the time the deal is made will offer us a 1:1 deal, not even if Spiro is thrown in by Mannkind as a sweetener! That's Alice in Wonderland stuff and I hope people here don't think that's really in the realm of possibility, cuz if so, there's going to be a lot of disappointment.
Not sayin' that can never happen, but not at a time our stock price is under $30, not to mention under $10!
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Post by mnholdem on Aug 5, 2014 17:27:25 GMT -5
One thing I'm pretty darn sure of, no company whose stock is trading for $60/share (US dollars) at the time the deal is made will offer us a 1:1 deal, not even if Spiro is thrown in by Mannkind as a sweetener! That's Alice in Wonderland stuff and I hope people here don't think that's really in the realm of possibility, cuz if so, there's going to be a lot of disappointment. Not sayin' that can never happen, but not at a time our stock price is under $30, not to mention under $10! I agree. I should have used a 3:1 swap as an example. I've been thinking along the lines of $20/share for some time. |
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Post by biotec on Aug 5, 2014 17:37:29 GMT -5
We could continue this thread and various speculations and structures ad infinitum, and likely none would be close to what actually happens. Not saying it's not fun and/or interesting to speculate, just sayin' people shouldn't all of a sudden think one or two of the more popular scenarios will actually obtain. If there is to be some sort of split sale, then I'm pretty sure the structure would be dictated by tax consequences, and those will be well taken care of, to our benefit or detriment, not sure, but likely to the benefit of most shareholders. One thing I'm pretty darn sure of, no company whose stock is trading for $60/share (US dollars) at the time the deal is made will offer us a 1:1 deal, not even if Spiro is thrown in by Mannkind as a sweetener! That's Alice in Wonderland stuff and I hope people here don't think that's really in the realm of possibility, cuz if so, there's going to be a lot of disappointment. Not sayin' that can never happen, but not at a time our stock price is under $30, not to mention under $10! Thanks you bab, I siad almost the same thing the other day and got attacked (to a piont) The last couple weeks been crazy! Not even sky high pps but out of this world speculations. I stopped reading them. 1 for 1, 60$ before Aug 11th, 30 bil $ market cap etc. All I can say is wow. |
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Post by 4allthemarbles on Aug 6, 2014 8:50:08 GMT -5
There are a lot of assumptions with the speculation. This could be as simple as someone entered a planned sale a year ago and then changing their mind due to postive news coming. Yes, there are procedures such as submitting paperwork, etc., but it doesn't always have to be a grand plan.
On the other hand, something is probably going to happen with another mnkd company. It sure seems like a mnkd technology thing is present. We should know in a week.
I have learned to be patient with this one. Our day will come.
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Post by rak5555 on Aug 6, 2014 8:54:57 GMT -5
Whether they do a deal or not, whatever structure they choose will preserve the tax loss carry forwards.
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