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Post by BlueCat on Aug 21, 2014 5:19:57 GMT -5
Board Members! There's a lot of speculation about: 1. What was not disclosed 2. When an 8k might emerge 3. What an 8k might include 4. What surprise news could happen outside of the existing AMPH and SNY agreements - e.g. MDT coming in, competitive bidding, etc 5. Is the stock valued fairly or not, and will it move unexpectedly (sans news) with the current level of market play on this 6. Is it dead money for the next year or so (which is clearly a matter of perspective depending on if you can park it very long term and wait for investment) And so on. So- the HSR. While I personally remain hopeful some new, positive news will come out - T partnership, BO, or such- I am also trying to take a realistic eye. Seems to me in the 10k (around page 17), as well as the Greenhill site, it merely says/implies that the agreement(s) have been put in front of the FTC as represented, and will move forward, barring any problems with it. Otherwise, they may or may not share more information to avoid exposing SNY proprietary information to competitors. - Do we have a way to know when the filing occurred and HSR wait started (to set that 30 day cone of silence)?
- Do we have a reason to believe that what's actually on the table is different than what has already been shared, or at least enough to make a material difference at this point on the SP? Can they do that with HSR?
What's the (honest and legal) range of what could happen here?
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Post by BD on Aug 21, 2014 7:15:29 GMT -5
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Post by mnholdem on Aug 21, 2014 20:03:02 GMT -5
So- the HSR. While I personally remain hopeful some new, positive news will come out - T partnership, BO, or such- I am also trying to take a realistic eye. Seems to me in the 10k (around page 17), as well as the Greenhill site, it merely says/implies that the agreement(s) have been put in front of the FTC as represented, and will move forward, barring any problems with it. Otherwise, they may or may not share more information to avoid exposing SNY proprietary information to competitors. - Do we have a way to know when the filing occurred and HSR wait started (to set that 30 day cone of silence)?
- Do we have a reason to believe that what's actually on the table is different than what has already been shared, or at least enough to make a material difference at this point on the SP? Can they do that with HSR?
What's the (honest and legal) range of what could happen here?
The Hart-Scott-Rodino Antitrust Act also requires approval for transfer of patent rights. It is not specifically for M&A as is being suggested on other boards. Al's slip about Sanofi getting rights to Technosphere pretty much explains why the license agreement must be reviewed per HSR. According to HSR site, it typically takes 15-30 days to review from the date the agreement is submitted. The submittal date is not made public, nor are details of the agreement, although the rules state that regulators may release certain general information, such as an announcement that the agreement has been approved but without any detail about what's in the agreement itself. The Agreement submitted for HSR review will contain more detail than the agreement summary located in the 10-Q Section 5. OTHER ITEMS. So, it will expand on what has been shared to date and that detail could make a material difference because, for one thing, it will answer the question of whether Sanofi will be taking 65% of development costs-to date (which equates to about $1.3B or 65% of $2B MannKind has already spent) or if Sanofi has agreed to taking 65% of future development costs. We don't know if the submittal has even occurred yet, but Mannkind's last 10-Q stated that the 8-K with the final agreement will be filed at the end of this quarter. Everything else than this limited information, including what Matt's cc remarks about how the financial statements will be completely different means, is purely speculation. As always, we have to wait for the details to be made public, and I do not see any reason for Sanofi/Mannkind to announce early. However, I think Sanofi's next earnings call comes before MannKind's and that could be the date we learn what's in the agreement.
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Post by BlueCat on Aug 21, 2014 21:06:09 GMT -5
Hey MNHOLDEM - I lurk "that other board" and have read your posts there. Thanks much for response. I had missed the part about them saying that the 8k would come at the end of this quarter. I wonder if they mean that they will effectively wait until their next quarterly and cc time (after the actual quarter end), or, if they truly mean it at the end of quarter - like - end September? Interesting about the patent piece. On the FTC site, it does talk about M&A, and people mention sometimes that JVs can be included. I also read on the FTC site that the process can also go longer than 30 days. www.ftc.gov/enforcement/premerger-notification-program Let's hope that the agreement really bodes well for both companies, that the FTC approves sooner, and as a result, Sanofi is motivated to discuss it during their call to positively impact their own stock price - and so we don't have to wait for positive impact on MNKD!
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Post by mnholdem on Aug 21, 2014 21:12:51 GMT -5
I've spent more time on YMB lately, but I finally got fed up with opc's abusive posture and spent the week teaching him some hard lessons. I have to admit it felt good shreading him to pieces. But now I'm back where I belong.
I think SEC requires 10-Q filing within 45 days of EOQ for quarterly earnings, so the filing and earnings call will most likely be the first half of November. I think I need to correct my earlier statement. The License Agreement is to be filed WITH the 10-Q, which also means November.
Seems to me that Sanofi/MannKind are going to have to conduct multiple conference calls... there is a LOT to cover. More than the licensing agreement? Maybe, but what choice do we have but to wait? I hope we can count on the medical field to start overcoming Wall Street in the court of public opinion and some more investment analyst upgrades to keep the share price from dropping for another 10 weeks while we wait.
But who knows? Nothing about MNKD stock price has behaved as one would expect. I don't expect pps will climb back into the teens before the next cc, so it probably will (chuckle).
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Post by BlueCat on Aug 21, 2014 22:28:43 GMT -5
November? Drag. That's what I was afraid of.
But right. Expect the unexpected, and really, the contrary-to-logic, with MNKD stock.
Unfortunately, my clock is ticking so I may get forced into a significant loss on this. At least I own the stock, which curbed that somewhat.
Its been interesting watching both YMB and ST. The cast of characters has shifted quite a bit following the string of news, with a fair amount of both sudden pumpers/bashers. I think the word 'swamp' may be a reasonable depiction. There are only a few folks here and there that you can see have some continuity, and it appears a lot of jumped over to this board instead ....
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Post by BD on Aug 22, 2014 9:10:52 GMT -5
Sometimes it really seems the stock price moves based on the posts on this board! LOL
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cp
Newbie
Posts: 7
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Post by cp on Aug 22, 2014 9:46:50 GMT -5
I guess we have to wait for the 8K release to fully understand the deal, presumably after FTC’s review of the SNY-MNKD exclusive license as an acquisition of intellectual property under the Hart Scott Rodino Act.
Here is my guess on why the deal is 65/35 split in stead of 50/50 split:
Profit to SNY: 0.65 ( Revenue - ProductionCost - MarketingCost - AfrezzaRDCost ) Profit to MNKD: 0.35 ( Revenue - ProductionCost - MarketingCost - AfrezzaRDCost ) + AfrezzaRDCost
With reasonable assumptions of 28% ProductionCost, 22% MarketingCost, and 12% AfrezzaRDCost in terms of Revenue, one can see that the 65/35 split is equivalent to a fair 50/50 split without AfrezzaRDCost:
Profit to SNY: 0.50 ( Revenue - ProductionCost - MarketingCost ) Profit to MNKD: 0.50 ( Revenue - ProductionCost - MarketingCost )
Thus, the key question is, if SNY acquires the intellectual property of Afrezza from MNKD, what happens to MNKD’s R&D cost for Afrezza. Hope the 8K will provide some insight.
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Post by dreamboatcruise on Aug 22, 2014 10:42:36 GMT -5
Otherwise, they may or may not share more information to avoid exposing SNY proprietary information to competitors. Am I incorrect that they have stated that the full agreements will be included with Q3 earnings filings?
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Post by jlaw277 on Aug 22, 2014 11:41:00 GMT -5
From the recent 10-Q, page 41:
The foregoing description is only a summary of the Sanofi License Agreement and the second amendment to the Facility Agreement and is qualified in its entirety by the terms of the Sanofi License Agreement and the second amendment to the Facility Agreement, copies of which will be filed as exhibits to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.
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Post by BlueCat on Aug 22, 2014 21:57:56 GMT -5
Ay-yah. That answers it.
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Post by BlueCat on Aug 22, 2014 22:01:53 GMT -5
MNHOLDEM -
From this thread - how do you think it connects to that conversation with Matt thread? There would seem to be some of those 'unknowns' potentially addressed? Curious on your .02
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Post by BlueCat on Aug 22, 2014 22:42:08 GMT -5
And if Matt is talking on the phone, does that mean no HSR?
Or, if page 41 above is correct, and details come later, HSR doesn't matter - they won't share anything anyway?
Geez can get really wrapped around the axle on this.
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Post by mnholdem on Aug 23, 2014 10:44:45 GMT -5
Sometimes it really seems the stock price moves based on the posts on this board! LOL Only yours (chuckle)... Seriously, though, I wonder if investment analysts peruse these boards for research ideas.
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Post by mnholdem on Aug 23, 2014 12:21:55 GMT -5
From the recent 10-Q, page 41: The foregoing description is only a summary of the Sanofi License Agreement and the second amendment to the Facility Agreement and is qualified in its entirety by the terms of the Sanofi License Agreement and the second amendment to the Facility Agreement, copies of which will be filed as exhibits to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. It will be very interesting to learn the Effective Date, because if it falls within the 3rd Qtr we will be able to see some of the deal(s) effect on the financials.
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