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TherapeuticsMD risks bankruptcy as EW Healthcare extends tender offer for acquisition

Jul. 06, 2022 7:06 AM ETTherapeuticsMD, Inc. (TXMD)By: Dulan Lokuwithana, SA News Editor32 Comments

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  • Private equity firm EW Healthcare Partners announced on Wednesday that its affiliate Athene Merger extended the tender offer to acquire the women’s healthcare company TherapeuticsMD (NASDAQ:TXMD).
  • Without a successful closure of the transaction, TherapeuticsMD (

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Comments (32)

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HaroldRamis profile picture
noticed the longer dated 10 calls are still bid very well. interesting
joezapp profile picture
@HaroldRamis Heck, they're buying the August 11 calls in bunches with no open interest before today. Interesting, indeed.
HaroldRamis profile picture
dont get it , who owns this and didnt tender ?
The Offer expired as scheduled at one minute after 11:59 p.m., New York City time, on July 12, 2022 and was not extended. The Depositary and Paying Agent has advised Offeror that, as of 6:15 p.m., New York City time, on July 12, 2022, approximately 2,705,915 Shares have been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 30.6% of the outstanding Shares. As a result, the Minimum Condition was not satisfied and no Shares were accepted for payment or paid for pursuant to the Offer. Offeror has instructed the Depositary to promptly return all Shares tendered and not withdrawn to the tendering stockholders.
HaroldRamis profile picture
the 5AM crowd bid this back up to $10. Great short there . back under 8 now
joezapp profile picture
@HaroldRamis Actually got to $11. The $11 buyer must think he knows something. Risky to short at that moment, though it would have won. Most brokers wouldn't have shares of TXMD to float anyway. And imagine the rate if they did?
HaroldRamis profile picture
@joezapp i saw that , was just rounding it off ;-)

no , they know nothing. thats just the a.m. scammers wash trading to pump the price
HaroldRamis profile picture
@HaroldRamis right again. and puts paid off very nicely .
HaroldRamis profile picture
Haven't followed this. Whats the scam
Who would not tender at 5X the market price
joezapp profile picture
@HaroldRamis This stock was chock full of shareholders who already lost most of their investment. As I've seen many times before, they prefer to lose the remainder of their investment and make a stand rather than tender, which of course is plain stupid and screws over fellow shareholders. However, there has been so much turnover that the new share owners must be buying to tender. Either that or they are even more stupid.
Nibbled on this one into the close. A little surprised this tender has gone up right to the last day with no announcement. High volume since the deal was announced, so plenty of time for those investors who weren't happy with the offer from EW to sell...why would you stay around? Only uncertainty is whether they will be able to announce anything tomorrow AM. If not, we might see some more pain into the close again. My guess is that we will have another small extension or it will be finalized and shareholders will get $10/sh. It will be interesting to see how close they are to 50%. Probably a lot closer after today.
joezapp profile picture
@abh3vt So you surmise that anyone who bought TXMD the past 2 days did so to immediately tender the shares? More curiously, who was buying the stock all day Thursday over $9.90? I don't see any sense in that unless there was high speculation that a better offer was coming. Otherwise a terrible risk/reward.
@joezapp Have no clue why anyone would be buying this at 9.90+, unless they either a) were covering their short position or b) felt there was a higher offer forthcoming. The stock had actually held pretty close to the tender price after the deal was announced. This is the first big crack in price, as it sinks in that it will be more difficult than expected to get 50%+ approval. No one knows what is going to happen next; my best guess is that we will get an update on tendered shares the morning of 7/13 and another extension announced to get the deal closed. The risk reward seems much better in the 7s than 9.50+.
joezapp profile picture
@abh3vt Agree all-around. TXMD actually traded as high as $11 early this morning!
pcprincipal profile picture
They should have sold the company over a year ago. All the bullshit excuses on the earning calls. Why don’t analysts ever ask tough questions on these calls?
UberB profile picture
@pcprincipal because they are shills.
pcprincipal profile picture
@UberB - exactly!
Verge Of Bankruptcy profile picture
This is a blessing in disguise for EW Healthcare. They are about to purchase a lemon. They could buy the assets in a 363 sale for a lot less. They are clearly acquiring a lemon.

Put options went absolutely wild today. Seems like someone is betting or hedging big.
UberB profile picture
Bankruptcy? What happened to the money from the VitaCare sale? TXMD was net neutral from a cash/debt perspective after taking in those proceeds. Where TF did it go?
joezapp profile picture
Only 29%? This is a major problem with investing. There are times when a crucial vote is required to secure the remaining value of your investment, and the eligible voters are disinterested and don't come through. Seen this too many times.
Guess I wasn't the only small shareholder who held out at the way this played... EW Healthcare could raise it's ridiculous "lowball" offer and create a win-win for all here...
joezapp profile picture
@Jeff B ME TXMD was down to $1.99 before this offer came along. Stop holding out. You have an opportunity to receive proceeds for your shares. BK will mean you get ZERO. You will still be part of any class action suit even by tendering. Tender your shares.
@joezapp You seem adamant about having strangers tendor their shares in this debacle. Do you have financial connections to EW?
joezapp profile picture
@defcon3t I've been screwed in the past by idiots "making a stand" at the expense of all shareholders. There is also misunderstanding out here that tendering disqualifies from being a class member in a class action lawsuit, which is not true.

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