TherapeuticsMD risks bankruptcy as EW Healthcare extends tender offer for acquisition

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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 (TXMD) will likely need to file for protection under Chapter 11, EW Healthcare reiterated.
• Per the revised terms, Athene Merger has extended the expiration date of its tender offer to July 12, 2022.
• As of July 05, more than 2.5M shares of TXMD, about ~29% of the issued and outstanding shares, had been tendered following the buyout offer.
• In May, TherapeuticsMD (TXMD) agreed to be acquired by an affiliate of EW Healthcare for $10 per share in an all-cash transaction. Previously, the parties expected to close the transaction before July 13.

Comments

[HaroldRamis]

noticed the longer dated 10 calls are still bid very well. interesting

[joezapp]

@HaroldRamis Heck, they're buying the August 11 calls in bunches with no open interest before today. Interesting, indeed.

[HaroldRamis]

dont get it , who owns this and didnt tender ?

[Jeff B ME]

EW JUST CAME UP SHORT... ONLY 30.6 %...NOW WE WAIT FOR THE GOOD OR THE BAD NEWS...
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p.m., New York City time, on July 12, 2022, approximately 2,705,915 Shares have been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 30.6% of the outstanding Shares.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 Offeror has instructed the Depositary to promptly return all Shares tendered and not withdrawn to the tendering stockholders.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]

the 5AM crowd bid this back up to $10. Great short there . back under 8 now

[joezapp]

@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]

@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]

@HaroldRamis right again. and puts paid off very nicely .

[HaroldRamis]

Haven't followed this. Whats the scam
Who would not tender at 5X the market price

[joezapp]

@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.

[abh3vt]

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]

@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.

[abh3vt]

@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]

@abh3vt Agree all-around. TXMD actually traded as high as $11 early this morning!

[pcprincipal]

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]

@pcprincipal because they are shills.

[pcprincipal]

@UberB - exactly!

[Verge Of Bankruptcy]

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]

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]

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.

[Jeff B ME]

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]

@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.

[defcon3t]

@joezapp You seem adamant about having strangers tendor their shares in this debacle. Do you have financial connections to EW?

[joezapp]

@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.