Pitch For FBRX

FBRX – Multiple Activist Campaigns – 30% Upside

NEW QUICK PITCHES

Forte Biosciences – Multiple Activist Campaigns – 30% Upside
A pretty unusual activist campaign situation. Not often one can find 4 outraged activists who together hold 37% of shares and are pushing for shareholder value creation/liquidation. Management here is clearly self-interested and a poison pill is in place. However, it will be interesting to see how the situation develops and whether the activists with such a massive stake will be able to push for a change.

FBRX is a preclinical-stage $29m market cap biopharma that focuses on inflammatory skin diseases. The company trades at at $1.3/share vs $1.77/share net cash (cash-total liabilities) – 36% potential upside. In May’22, FBRX abandoned most of its drug developments and announced that it will focus solely on the company’s lead FB-102 treatment, with clinical-stage expected to be reached in H2’23. Since then, four activists have acquired a 37% stake and have been pushing the company to liquidate, arguing that the new drug was just an excuse to siphon away resources. Recently, however, FBRX management adopted a poison pill and despite sufficient capital resources for at least another 2 years issued 6.8m shares (46% dilution) at an average price of $1.42/share vs $2.60/share in net cash before the offerings. This sparked further outrage from the activists who are now demanding for a special committee to rectify dilutive capital raise by formulating a plan to return capital to shareholders.

Two activists – Camac Fund and Funicular Fund – have experience with biopharma industry. Funicular Fund is also present in another similar situation that was covered on SSI Weekly a few months ago – ABIO. There it managed to pressure the board to start a strategic review and received a board seat. Another activist Camac Fund has been involved with Pasithea Therapeutics – the situation seems rather similar to FBRX. Camac has recently started to collect consents in an effort to call a special shareholder meeting, seeking to appoint its nominees to the board of Pasithea Therapeutics. The same might be expected with FBRX.

 

PREVIOUS QUICK PITCHES PLAYING OUT

Shiftpixy (PIXY) – Reverse stock split
A pocket-change idea that was covered on this SSI Weekly. Shiftpixy (PIXY) announced a 1:100 reverse stock split to comply with the Nasdaq listing requirements. Fractional shares were rounded, so the trade was to buy one PIXY share for $0.2/share and receive 1 post-split share (equal to 100 pre-split share). The split was completed on terms and PIXY post-split share price temporarily jumped over $40/share. $0.2 trade resulted in some ice-cream money for the summer end.

Radius Health (RDUS) – Merger arbitrage with CVR
The idea was previously mentioned in this SSI Weekly. Radius Health, a $500m market cap biopharma company with a key osteoporosis treatment product Tymlos, got an offer to be taken private by two investment firms. Consideration was $10/share cash + CVR with a likely payout of $1. CVR payout is subject to TYMLOS net sales in the US and royalties in Japan exceeding $300m during the consecutive 12 months before the end of 2025. Recently, the acquisition was completed at 10/share as expected. Arbitrageurs paid 8 cents for a potential CVR Payout of 1/share. Now the waiting time begins.

Epizyme (EPZM) – Pharma CVR
French pharma Ipsen agreed to acquire Epizyme at $1.45/share + 1 non-tradable CVR. When we first covered it on SSI Weekly, the price stood at $1.47/share, i.e. CVR traded at $0.02/share. The merger closed successfully as expected. Investors paid 2 cents for a potential CVR earnout of $1/share dependent on the sales and approval targets for a partiular drug till 2026/2028. As with RDUS,

AutoCanada (ACQ-TO) – A Large Tender Offer
AutoCanada, an operator of car dealerships in Canada, initially announced a tender offer for 16% of the company at C$22-C$25/share with the shares straight away trading close to the upper limit. The price seemed low and as expected, the company increased the tender offer range to $25-$28/share. Recently, the tender results came out showing that despite the price increase the offer nevertheless got significantly undersubscribed and priced at the upper limit of $28/share (14% above our initial mention). Instead of the planned $100m buyback the company only managed to retire $32m worth of shares. Currently, shares are trading above the upper limit of the expired tender offer. AutoCanada was previously mentioned on SSI Weeklies here and here.

Leave a Comment