May. 20 at 6:38 AM
$ASRT The 14D-9 does mention the categories: tax leakage, severance, contract termination costs, litigation reserves, transaction fees, working-capital wind-down, retirement of the
$40M notes, ongoing public-company costs, and a possible multi-year Delaware liquidation process.
The weakness is this: they identify the cost categories, but they do not appear to give shareholders a clear per-share bridge showing how
$34.82–
$39.77 becomes less attractive than
$23.50.
shareholder question:
Provide a detailed per-share reconciliation of the Party L alternative:
$170M for Rolvedon, plus closing cash, plus Cosette upfront and deferred consideration/CVR value, less the
$40M convertible notes, taxes, transaction fees, severance, reserves, wind-down costs and timing discount. Without that bridge, the Party L alternative appears materially superior to the
$23.50 Zydus tender.
Party L still looks far superior, unless the Board can show costs/taxes/delay destroyed at least
$73M–
$105M of value.
