NEW YORK (GenomeWeb News) — IBEX Technologies today responded to an unsolicited bid by Miraculins to buy the company by saying that Miraculins’ proposal undervalues the company, and that Miraculins is a smaller company financially.
In its response, posted on the company’s website, IBEX also said it has signed a non-binding letter of intent to acquire an undisclosed private company based in or around Montreal that will “substantially increase IBEX’s size,” and said it expects to sign a definitive agreement by the end of this year.
As GenomeWeb News reported this morning, Manitoba, Canada-based Miraculins said it extended the offer because the two companies’ cancer diagnostic technologies are “extremely complementary” and said the deal would enhance the future of both companies.
Miraculins proposed that IBEX “shareholders receive one common share in Miraculins for every five IBEX shares.” Miraculins had based their offering on IBEX’s share price over 50 days of trading on the Toronto Stock Exchange, and the deal would leave Miraculins shareholders owning 77 percent of the joined company, while IBEX shareholders would hold the remaining 23 percent.
IBEX, a Montreal-based company that focuses on cancer and arthritis diagnostics, responded by saying its board will appoint financial advisers after it receives the complete details of the offer, but it disputed Miraculins’ valuation of its worth.
In its statement, IBEX said company has three times more assets in cash and equivalents than Miraculins, with IBEX claiming holdings of $4.5 million and Miraculins $1.6 million, according to each company’s most recent financial statements.
GenomeWeb News was unable to independently confirm the figures at deadline.
IBEX also noted that Miraculins’ share prices over the past six months have declined from $1.80 in December 2005 to $.85 at the start of trading today on what IBEX called “negligible trading volume.”
IBEX also pointed out that its cash and equivalents is approximately equal to its shares, and said Miraculins’ offer “gives no value” to the company’s technology or revenues from its enzyme and arthritis kit business.
IBEX President and CEO Paul Baehr said Miraculins approached his company several weeks ago with an offer, which he said was “completely inadequate because it was only half the value of our cash.”
“But we met with them and took a look at their technology and we weren’t that impressed, and so we responded that we had no interest,” Bahr said.
Baehr said he did not know Miraculins was planning to make a public offer, but his response to this offer is much the same as the first one: “I think they have undervalued our company … and we don’t understand how they propose to develop our technology with the resources they have.
“If their value was good, if their technology was good, if they were a well-traded stock it might be different,” he added.
But Baehr would not rule out a potential agreement with Miraculins. He said his board will listen to advice from a committee and then will make a decision about the offer. Another possibility could come up as IBEX’s potential acquisition comes closer, he said.
Baehr said IBEX is considering getting away from its kallikrein-based, long-term research-driven business model and moving toward a revenue-based model.
“We told them [Miraculins] that we were well advanced in negotiations with another transaction, after which the kallikreins would be a non-strategic asset and we might consider out-licensing them.”
Today, IBEX is urging its shareholders not to move shares based on this offer until the board has a chance to look at the details.
“For now all they’ve done is issue a press release,” Baehr said.