TherapeuticsMD agrees to be acquired by EW Healthcare Partners

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• Women’s healthcare company TherapeuticsMD (NASDAQ:TXMD) announced Tuesday that it reached an agreement to be acquired by an affiliate of private equity firm EW Healthcare Partners for $10 per share in an all-cash transaction.
• TherapeuticsMD (TXMD) shares have added ~351% in the pre-market on the news.
• Per the terms, EW Healthcare Partners is set to start a tender offer to acquire all outstanding shares of TXMD common stock at the agreed purchase price, immediately followed by a merger.
• The buyout offer worth about $177M, including debt, represents a premium of 367.3% over the closing price of TherapeuticsMD (TXMD) shares on Friday.
• The transaction is expected to close on or before July 13, 2022, subject to certain conditions.
• Another pharma deal announced by U.K. pharma giant GlaxoSmithKline (GSK) made headlines on Tuesday.

Comments

[pcprincipal]

They could have sold this right after the divestiture instead of burning through more cash. I wonder how much management has milked out of this pos the last few years. There should be a class action to claw back their comp.

[joezapp]

You have until July 12 to tender your shares and receive some proceeds. Some proceeds is better than the ZERO that you will get upon Bankruptcy, which the company announced today as likely if there aren't enough votes to close the deal. Tender your shares!

[UberB]

Someone help me with the math here. When TXMD sold VitaCare for $150,000,000 cash, I had the net debt at roughly zero. Essentially, the proceeds from the sale, plus their cash-on-hand was equal to the debt they owed Sixth Street at that moment in time. They then used most of the proceeds to pay down that Sixth Street debt, keeping $30,000,000 or so for operating cash. At that point we all expected a refinancing with a new lender and for Sixth Street to be out of the picture, albeit taking a huge profit with them at our expense. After the 1:50 reverse split, there are currently 8.7 million shares outstanding and $10/share values the equity portion of the deal at $87,000,000 (which is less than 1X trailing and projected sales which is effing ridiculous in and of itself). So if the deal is worth $177,000,000 as stated above, where did the other $90,000,000 go? How can TXMD STILL be $90,000,000 in debt? Where did the Vitacare money go? Its pretty obvious that a whole lot of people walked away with a whole lot of shareholder cash before the deal and a whole lot more is walking away in the deal. Can anyone explain this?

[joezapp]

@UberB In a nutshell, welcome to the unprofitable world of biotech investing, where for every juicy 100% takeover there are over 20 90% losers. I hope someone has the explanation for your thesis. Have you checked salaries and compensation?

[UberB]

@joezapp TXMD is too opaque to see that detail but I would wager the old officers looted the treasury on their way out and the quid pro quo was the new officers kept their mouths shut about it and are doing the same as the deal is consummated.

[utlonghorn03]

Anyone who thinks this is worth more than 10 bucks/share is an idiot. They had no other option. Would you rather see an equity raise and get diluted by 75 percent of more? Stop crying.

[charly333]

What a funny jump to $ 30 pre market, when $ 10 will be paid.
"Efficient markets".

[Jeff B ME]

@charly333 Wow... $30 would be nice... but now showing only 20 cent premarket rise at $10.15 as of 7:45am... was it a glitch ???

[charly333]

@Jeff B ME Likely. For 15 minutes it was like in 14s, then much longer like 12. Anyway trades could easily be cancelled. But of course everyone could sell and hope the best.

[Jeff B ME]

@charly333 Hey... maybe Elon Musk put in a bid and then changed his mind 5 minutes later...

[Detached]

Only BP and the retail bottom-feeders won.

[AlphaWheeler]

I bought 20 shares 2 nights ago…. I should have bought more!

[pcprincipal]

How much money have these crooks milked from shareholders the past few years?

[mmiralpha]

It’s frigging hilarious that they have the balls to act like they hit a home run with this sale. The board here is a joke.

[mmiralpha]

Same here. Break even was $56. They think their gonna get away with a reverse split knock down price sell it cheap escape plan? lol. Lawyers are typing up their suits as we speak.

[stocks321]

@mmiralpha , if there's a class action lawsuit, please post on here and be sure to include my handle. I am so mad about the 50/1 stock split. I lost thousands. My only reason for commenting is because I looked for class action lawsuits and cannot find any.
Once the stock went to $9.75 after the split, I was so fed up that, I sold all my shares, but I am pretty sure I can still be a part of any lawsuit. I owned the POS for years.

[joezapp]

@stocks321 I don't know why you are so mad about the reverse split. Splits have no bearing on the value of the investment, although understandably forward splits happen because a company is doing well, and reverse splits happen because a company isn't doing well.

There are many class action investigations under way, but they involve the price being paid in the buyout. You wouldn't qualify.

You simply made a bad investment. I feel your pain. The lesson I finally learned, and that you hopefully learned, is to steer clear of biotech "investing". It's simply a lottery game where the only winners are the occasional juicy buyouts offered by Merck, Bristol Myers, Pfizer, etc. .

[ndisang]

I always knew this would end bad...for me to breakeven the price would have had to rise to 90$ a share after the reverse split...knew that was never going to happen...but didn't expect this outright fraud

[ndisang]

I stand to lose 9K plus with this deal...
Worst investment i ever attempted. I'd sign up for the law suit...

[charly333]

It seems they will take the garbage, recycle it and sell it again. They may have bought lots of shares cheap. The market cap yesterday was about $19M.

[mmiralpha]

Don’t tender your shares folks. This deal won’t fly. Lawsuits to come for all longs screwed by this company. Blatant manipulation with reverse split. They need to invite more bidders or maybe that will just happen but this is the worst case of shareholder abuse I can remember since Enron.

[pcprincipal]

@mmiralpha - yes their should be a lawsuit but there’s nothing left to get money from.

[Collegiatus]

probably not the worst case for investors. something had to happen for them not to go out of business... (at least we got some money back).

[ThisIsHilarious]

Worst investment I ever made. Can’t wait to sign up for the class action lawsuit.

[joezapp]

Just another biotech that went from overvalued to undervalued in a short time. PE got to steal the company down here due to market conditions. If I owned shares, I'd vote NO. I'd want at least $20.

[Jeff B ME]

Yep... $10 a share... or better known as 20 CENTS a share before the 1/50 reverse split 3 weeks ago...

[ychuck46]

@Jeff B ME - aaannnddd, let the lawsuits begin.

[dkretschmann]

FTXMD

[Egooo]

Is it a good news or bad news for my share, I'm a bag holder and heavily lost in TXMD?

[Jeff B ME]

@Egooo Guessing it's all bad news for you as well as us... the buyout price is only what the stock was worth 3 weeks ago at the time of the 1/50 reverse split and you're probably down 80 to 90% of your investment too... (unless some miracle bidding war alters the agreed sale)

[Luculus]

@Egooo
370% gain overnight is generally considered good.
You were duped by pros if you bought 1+ month ago though.

[dwr75]

@Egooo not great.