Dennis Trigubetz

Analysts React to Pfizer 'Analyst Day'

I am a holder of over 27,000 shares of Encysive stock and am filing a complaint with the SEC per below. If you wish to contact me, do so at 702-731-2286 or 702-804-7260. I am also forwarding this email to a leading analyst who follows Encysive, so that there may be full transparency in this matter.


1) That the material misstatements contained in Encysive's 3/4/08 filing invalidates the opinion that Pfizer's bid represented the best and superior offer in the interests of the shareholders.

2) That the material misstatements invalidate the definitive tender offer and definitive sales agreement between Pfizer and Encysive.

3) That Bidders "B" and "C" must be informed of the defect and be invited to re-bid, along with Pfizer, along with any additional unsolicited bidders.

4) That the Encysive board of directors and Morgan Stanley issue a press release to that affect and rescind their previous fairness opinion and best offer statements.

I Will Complain to SEC That Encysive's SC 14D9 Contains a Material Misleading Statement
SC 14D 9, March 4,2008, page 10, last sentence, third paragraph from the bottom, concerning the $130 million convertible note maturing in 2012:

"...all bid proposals for the purchase of Thelin rights outside of the United States, would likely trigger the convertible note holders' rights to require Encysive or its successor to repurchase the notes at par value following such transactions."

The above assertion is overreaching and contradicts language found in the definitive filing statement for the $130 million convertible note, which Encysive filed with the SEC, Form s-3/A, June 15, 2005, page 34, paragraph five from the top:

"The definition of change of control includes a phrase relating to the conveyance, transfer, lease or other disposition of 'all or substantially all' under applicable law. There is no precise established definition of the phrase 'substantially all' under applicable law. Accordingly, the ability of a holder of Notes to require us to repurchase such Notes as a result of conveyance, transfer, lease, or other disposition of less than all of Encysive's assets may be uncertain."

Writer's note: page 31, above SEC filing, fifth bullet point is the full phrase referred to above:

"A sale or conveyance to another corporation of all or substantially all of Encysive's property and assets."

Writer's Opinion: Encysive could argue to the bond trustee the following mitigationg points:

1) Per previous Encysive SEC filings the company does not own or have title to any real property.

2) Asset sale proceeds go back into the company's treasury and are appropriately controlled and reported in SEC and IRS filings.

3) If Encysive sold rights to the PAH drug Thelin, geographically located primarily in the European Union, Russia, Turkey and Brazil, the total population of those countries aggregates only about 1 billion.

4) The total population of Thelin rights in areas retained by Encysive in their entirety and not ceded to any corporation, person or entity, is equal to approximately 5 billion people.

5) Encysive continues to own exclusive and unimpaired rights to TBC3711, a later generation PAH drug compared to the drug Thelin. Encysive has invested a considerable amount of money into the development of TBC3711 and considers it an important, though hard to value company asset.

IF ENCYSIVE FAILED TO PREVAIL IN A COURT OF LAW THE FOLLOWING ARE ONLY A FEW OF THE MITIGATING REMEDIES THAT COULD BE PROPOSED TO THE BOND TRUSTEE AND THE COURT:

A) Segregate funds in an interest bearing controlled account either equal to or as a percentage of the above mentioned $130 million, subject to company and trustee access rules.

B) Offer to partially reduce the debt by a lottery open to all bondholders, offering an enhancement on par value in an indenture amendment negotiated with the bond trustee.

C) Convert the bonds into unsecured plain vanilla bonds at a higher interst rate.

D) Lowering the Encysive share price required for bondholder conversion into company common stock.