Archive for January, 2009

CuraGen Corporation (NASDAQ:CRGN) is a net cash stock with an investor, DellaCamera Capital Management, disclosing a 5.6% holding in a 13D filed on January 15. At its $0.67 closing price Friday, CRGN’s market capitalization is $38.5M. We estimate CRGN’s net cash value to be 60% higher at $62M or $1.07 per share. The company is not generating any operating cash flow as it is a “biopharmaceutical development company,” so the challenge for DellaCamera Capital Management is to persuade the company to pay a special dividend or liquidate before it dissipates its remaining cash.

About CRGN

CRGN is a biopharmaceutical development company engaged in developing cancer treatments. It also has a portfolio of earlier stage assets, including proteins, antibodies and small molecules that represent potential treatments for cancer. The company’s investor relations website is here.

The value proposition

As a “biopharmaceutical development company” CRGN is burning cash in development and not generating any income or operating cash flow. Its value lies in its present $67M net cash position (the “Book Value” column shows the assets as they are carried in the financial statements, and the “Liquidating Value” column shows our estimate of the value of the assets in a liquidation):


CRGN’s $91.4M in cash and cash equivalents consists of $7.4M in cash, $40.4M in short-term investments and $43.6M in marketable securities.

Off-balance sheet arrangements and Contractual obligations

According to CRGN’s most recent 10Q, the company does not have any off-balance sheet arrangements. Its enforceable and legally binding obligations, along with future commitments related to all contracts that it is likely to continue, regardless of the fact that they are “cancelable as of September 30, 2008,” excluding those captured in the financial statements, are around $5.5M through 2011.

Deducting the $5.5M from the $67.6M in net assets leaves around $62M in liquidation value or $1.07 per share.

The catalyst

DellaCamera Capital Management filed a 13D notice on January 15 disclosing a 5.6% holding in CRGN. The filing is silent as to DellaCamera Capital Management’s purpose for the CRGN investment beyond the usual other than the following:

[DellaCamera Capital Management] intend to make themselves available to [CRGN] to discuss methods of delivering additional value to [CRGN]’s shareholders, including the possible alternative deployment of [CRGN]’s capital. [DellaCamera Capital Management] may seek board representation to assist in this endeavor.

Hopefully DellaCamera Capital Management can find an “alternative deployment of [CRGN]’s capital” before the company burns through its remaining cash.


As a net cash stock, CRGN’s current liquidating value is relatively easy to determine. At $0.67, CRGN’s liquidating value is around 60% higher at $1.07 per share. The more difficult step is to determine the liquidating value of the company if and when DellaCamera Capital Management is successful. We think that 60% is a substantial margin of safety for CRGN and so we are adding it to the Greenbackd Portfolio.

CRGN closed Friday at $0.67.

The S&P500 Index closed Friday at 850.12.

[Full Disclosure:  We do not have a holding in CRGN. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. Do your own research before investing in any security.]

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We are trialing a change to our summary presentation of company financial statements. The new summaries will look like this (this is our summary balance sheet for Aehr Test Systems (NASDAQ:AEHR) – it’s cheap but there’s no catalyst):


A brief explanation of the various changes:

  1. A. shows the carrying value of the receivables ($14.8M), our estimate for the percentage of carrying value the receivables will yield in liquidation (80%), the liquidating value ($11.8M) and the liquidating value per share ($1.41).
  2. B. shows the net current asset value ($25.5M), which, when added to the non-current asset value ($0.9M), gives the liquidating value for the company ($26.4M).
  3. C. is the same calculation as B. but on a per share basis: the net current asset value per share ($3.03), which, when added to the non-current asset value per share ($0.11), gives the liquidating value per share ($3.15).
  4. D. is the amount of stock the company has on issue.
  5. E. shows the liquidating value of the company ($26.4M), the net cash value of the company ($7.9M) and the market capitalization ($15.12M). In this instance, the company is trading at approximately 60% of our estimate of its liquidation value.
  6. F. shows the same amounts as E. on a per share basis against the stock price.
  7. G. and H. are the estimated liquidating value on a company and per share basis, and the net cash value on company and per share basis.

We’re keen to hear what you think of the changes. We think it presents the discount applied to the carrying values and the net current asset values more clearly than the previous summaries.

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Axcelis Technologies Inc (NASDAQ:ACLS) has failed to make a payment required under the company’s 4.25% Convertible Senior Subordinated Notes. The company was required to repay the outstanding principal amount of the notes plus a maturity premium and accrued interest (a total payment of approximately $85 million) on January 15. The failure constitutes an event of default under the notes. As a result of the failure to make the required payment, ACLS must pay the entire overdue amount, plus interest at a rate of 8.0% per annum, plus certain additional costs and expenses associated with the collection of such amounts.

The company attached the following press release to its announcement:

Axcelis Technologies, Inc. (Nasdaq: ACLS) today announced that it is continuing to engage in negotiations on financing and strategic alternatives that will serve the best interests of the company following a missed payment on Convertible Senior Subordinated Notes that was due on January 15, 2009. The payment consisted of the outstanding principal on $75 million of 4.25% Convertible Senior Subordinated Notes plus a maturity premium of 11.125% and accrued interest for a total of approximately $85 million. As such, Axcelis is continuing discussions with its note holder as well as other lenders.

Axcelis emphasized that it is highly focused on preserving the company’s financial health, including aggressively reducing expenses.

Like a number of companies impacted by the freeze up in the global credit markets, Axcelis has been hindered in the refinancing of its debt. Axcelis’ efforts in this regard also have been impacted by the protracted decline in the semiconductor industry and the discussions with Sumitomo Heavy Industries, Ltd. regarding an acquisition of Axcelis last year, among other factors.

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Northstar Neuroscience Inc (NASDAQ:NSTR) is a net cash stock that has announced that it plans to liquidate. NSTR closed yesterday at $1.91, giving it a market capitalization of $50M. We estimate its net cash value to be around 30% higher at $2.49 or $65.1M. The final pay out figure in the liquidation will be slightly lower. We estimate that figure at around $59.1M or $2.26 per share, which presents an upside of around 18%. The liquidation is still subject to stockholder approval and the upside isn’t huge, but NSTR presents a reasonable prospect for a good return in a short time frame.

About NSTR

The company’s most recent filing in relation to the liquidation attaches the following press release:

Northstar Neuroscience, Inc., (NASDAQ:NSTR), a medical device company developing therapies for the treatment of major depressive disorder, today announced that its Board of Directors has determined, in its best business judgment after consideration of potential strategic alternatives, that it is in the best interests of the Company and its shareholders to liquidate the Company’s assets and to dissolve the Company. The Company’s Board of Directors has approved a Plan of Complete Liquidation and Dissolution of the Company (the “Plan”), subject to shareholder approval. The Company intends to hold a special meeting of shareholders to seek approval of the Plan and will file related proxy materials with the Securities and Exchange Commission (“SEC”) in the near future. Prior to the special meeting the Company will reduce its headcount to a limited number of employees who will assist in the termination of operations.

The Plan contemplates an orderly wind down of the Company’s business and operations. If the Company’s shareholders approve the Plan, the Company intends to file articles of dissolution, satisfy or resolve its remaining liabilities and obligations, including but not limited to contingent liabilities and claims, ongoing clinical trial obligations, lease obligations, severance for terminated employees, and costs associated with the liquidation and dissolution, and make distributions to its shareholders of cash available for distribution, subject to applicable legal requirements. Following shareholder approval of the Plan and the filing of articles of dissolution, the Company would delist its common stock from NASDAQ.

The value proposition

As the press release mentions, NSTR is being wound down. The September 10Q shows value on the balance sheet  (the “Carrying” column shows the assets as they are carried in the financial statements, and the “Liquidating” column shows our estimate of the value of the assets in a liquidation):


NSTR’s value is predominantly cash and short-term investments in the amount of $68.3M or $2.61 per share. With total liabilities of only $3.9M or $0.15 per share, NSTR had a net cash value in September of around $64.4M or $2.46 per share. If we assume that NSTR used around $4M in cash last quarter and it costs circa $2M to wind up the company, we estimate it will pay out around $59.1M or $2.26 per share.

The Catalyst

NSTR was prompted to liquidate at the urging of RA Capital Management, which sent the following letter (annexed to its last 13D filing) to the company on December 15 last year:

Board of Directors
c/o Alan Levy, Ph.D., Chairman of the Board
Northstar Neuroscience, Inc.
2401 Fourth Avenue, Suite 300
Seattle, Washington 98121

Dear Members of the Board of Directors:

We continue to be shocked and frustrated by the complete lack of response from Northstar Neuroscience, Inc. (the “Company” or “Northstar”) to the several options it has to preserve and return value to its stockholders. As you know, we sent a letter to each of you on July 14, 2008, in which we outlined a reasonably detailed proposal on how the Company could stop its hemorrhaging of cash, provide a distribution to its stockholders, and sell its remaining assets for as much value as possible. Since July, the Company’s stock, which was then trading at an astonishing 30% discount to its cash balance per share, has fallen by nearly 50% and continues to trade at an even more appalling 60% discount from its cash balance per share. Although you have refused to return capital to shareholders, you have put forth no viable business plan for the Company. It would seem that some of you remain content to pay yourselves salaries from cash that belongs to stockholders while contributing nothing of any positive value in return.

While we acknowledge that you have recently taken some steps to reduce expenses, we reiterate that now is not the time for half-measures. Your reduction of expenses slows value destruction but does not permit the recovery of shareholder value reflected in the Company’s cash balance. If your strategy is to arrange for a white knight to acquire the Company at a premium to cash, that is not a strategy but more like hope and a prayer given the current economic environment and market circumstances. The credit crisis and market collapse we have witnessed since July have made investors and companies much less willing to pay for all but the most valued of strategic assets. The Company’s failed programs hardly qualify as strategic assets; in fact, the market has clearly assigned them a negative enterprise value (approximately -$1.40/share, which offsets $2.40/share in cash to yield the current $1.00/share for the stock). The only asset of value that the Company possesses is its cash; this asset should not be wasted and ought to be returned to shareholders as soon as possible that they might invest it more profitably.

Our July 14, 2008 letter speaks for itself and your silence, inaction, and inability to offer any other options are increasingly alarming. Any options you might have thought you had in July have since disappeared. We also want to make clear that any attempt by you to merge or otherwise combine with any other public or private company, thereby inflating the enterprise value of the combined entity without increasing the share price for your existing stockholders, would further erode any potential value in Northstar shares that could be realized through a cash dividend or share buyback. If a merger or acquisition of another company or asset were put to a stockholder vote, we would vote against such a proposal and believe that other stockholders would likely prefer to have their capital returned to them.

We again urge you to make a distribution or dividend to your stockholders as soon as possible, preferably announcing your intention to do so prior to the end of the year. We believe that most investors have realized losses this year and that a large cash dividend would likely not have significant tax consequences for most investors. Alternatively, we urge you to craft and implement a share buy-back program, which would also have the effect of raising the share price and allowing stockholders the opportunity to salvage some of the value of their investment, possibly more tax efficiently than via a dividend. If you indeed feel that the long term prospects for the Company are good, then buy-out any stockholders who do not share your same view. Again, we expect you to take prompt action, including making a decision on these matters prior to the end of the year.

If you do not wish to take any of the actions outlined above because you have doubts about whether doing so is in the best interests of the stockholders, then we urge you to call a Special Meeting of the stockholders and simply ask your stockholders directly. After all, you owe fiduciary duties to your stockholders and they continue to see the value of their investment decline in the face of your inaction.

Alan J. Levy, you are the Chairman of the Board of Directors and therefore hold a leadership position alongside John S. Bowers, Jr., making you particularly responsible for the direction of this company. However, we also specifically recognize the role that each of the members of the board play. Susan K. Barnes, you have a responsibility to speak out against the waste of shareholder capital. Michael Ellwein, your position with Three Arch and history at Medtronic would suggest that you have not always made a career of value destruction, so we can hardly imagine that you are comfortable letting it happen at Northstar, and yet the situation continues to deteriorate. Albert J. Graf, you must be frustrated about the lack of any results from the Company’s management, and yet have you done all that you can to protect shareholders from management’s poor judgment? Robert E. McNamara, as a career CFO who ought to have an appreciation for fiscal responsibility, you are permitting Northstar’s disrespect for its shareholder’s capital to continue to the detriment of your professional reputation. Dale A. Spencer, you have had a long relationship with the Company, since 1999, but you are also a private investor, and we have to believe that some part of you is disgusted by the idea of Northstar management continuing to collect generous salaries while running an enterprise that the market has valued well below zero for nearly a year. Carol D. Winslow, what should the investors whose capital you manage at Channel Medical Partners LP conclude about your acumen and values as a business person if you continue to sit passively by while Northstar’s management transfers the wealth of its investors into the bank accounts of its executives without creating any positive equity value whatsoever? How long will each of you allow this to continue? We urge you to immediately solve this problem once and for all.

We recognize that shareholders of the Company have little influence; you have the safety of a staggered board and Washington state laws of incorporation, which make a travesty of corporate governance and fiduciary duty. Shareholders can only hope that you have the decency to give them a chance to express their wishes to you formally if you will not take immediate action to protect the value of their investment in the Company through a dividend or share buyback. While you certainly have challenged our notion that boards represent the interests of the shareholders, we remain optimistic that, with some persistence, shareholders can prevail on even the most intransigent management and board to listen to their concerns and protect their investment or personally pay back shareholders for what, in our opinion, is a gross dereliction of fiduciary duty.

Unless we hear from you by Friday, December 19, 2008, that you intend either to take the actions urged above or call a Special Meeting of the stockholders as urged above, then we intend to submit and vigorously pursue shareholder proposals for your next annual meeting. These proposals will, among other things, seek input from your stockholders on the issue of a distribution or dividend and/or share buy-back program and will put forth a slate of new candidates to be elected to your board of directors at that meeting.

We intend to pursue our interests here aggressively, both for our benefit and hopefully for the benefit of all stockholders, including preserving our right to take legal action against you and the Company.


RA Capital Healthcare Fund, L.P.
By: RA Capital Management, LLC, its general partner

Peter Kolchinsky
Managing Member

The board has now agreed to put the proposal to liquidate to NSTR stockholders. We won’t know management’s estimate for the likely distributions until NSTR files the Plan of Complete Liquidation and Dissolution of the Company in anticipation of the special meeting of stockholders. As NSTR’s value is predominantly in cash and short-term investments, the liquidation should be a relatively straight-forward exercise.


At $1.91, NSTR is trading at an 18% discount to our $2.26 estimate of its distributions in the proposed liquidation. We will have a better estimate for the likely distribution when the company files its Plan of Complete Liquidation and Dissolution of the Company. While the upside isn’t huge, and there is still some small risk that the plan will not be approved by stockholders, we think NSTR presents a reasonable prospect for a good (but not great) return in a short time frame.

NSTR closed yesterday at $1.91.

The S&P500 Index closed yesterday at 843.74.

Hat tip to commenter manny for the tip.

[Full Disclosure:  We do not have a holding in NSTR. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. Do your own research before investing in any security.]

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Biotechnology Value Fund (BVF) announced today that it intends to make a tender offer for all of the outstanding stock of Avigen, Inc. (NASDAQ:AVGN) that it does not own.

We’ve been following AVGN (see archived posts here) because it’s a net cash stock (i.e. it’s trading at less than the value of its cash after deducting all liabilities) and specialist biotechnology activist fund BVF has been pushing it to liquidate and return its cash to shareholders. MediciNova, Inc.’s (NASDAQ:MNOV) has made an offer for AVGN that represents a clever way for AVGN’s stockholders to receive cash equivalent to that which they would receive in a liquidation (less $7M to be paid to MNOV) with the possibility for “an extraordinary, uncapped return” if MNOV is successful post-merger. We estimate AVGN’s cash at around $1.22 per share (BVF estimates $1.20 per share), which is a little less than 40% higher than AVGN’s $0.92 close yesterday.

The tender offer statement filed with the SEC attaches the following press release from BVF:

Biotechnology Value Fund, L.P. To Make Tender Offer For Any And All Outstanding Shares Of Avigen At $1.00 Per Share

Tender Offer provides stockholders with a near-term cash alternative if BVF nominees are elected

BVF reaffirms support for downside-protected merger with MediciNova

NEW YORK, Jan. 15 /PRNewswire/ — Biotechnology Value Fund, L.P. (“BVF”) announced today that it intends to make a cash tender offer to purchase any and all of the outstanding common stock of Avigen, Inc. (Nasdaq: AVGN – News; “Avigen”) that BVF does not own at a price of $1.00 per share under the conditions described below. The offer price represents a 35% premium over Avigen’s closing stock price of $0.74 on January 8, 2009, the day prior to BVF’s announcement that it was seeking to remove all incumbent Avigen directors and to elect its own slate of stockholder focused nominees. BVF Partners L.P., the general partner of BVF, beneficially owns an aggregate of 8,819,600 shares of Avigen, or approximately 29.63% of the outstanding shares.

On January 9, 2009, BVF announced that it had delivered a notice to Avigen to call a special meeting of stockholders (the “Special Meeting”) to remove all incumbent directors and elect its own slate of stockholder-focused nominees

The tender offer will be conditioned on the following: (i) BVF’s nominees being elected to the board of directors of Avigen (the “Board”) at the Special Meeting (or otherwise appointed) and constituting a majority of directors on the Board, (ii) the Board redeeming rights issued under Avigen’s poison pill, (iii) Avigen not committing to any strategic transactions or capital-depleting actions, pursuant to the process described by Avigen on January 14, 2009 (or otherwise), and (iv) other customary conditions such as the absence of a suspension in trading or any material adverse change at Avigen. BVF may increase the tender price if Avigen’s unrestricted cash balance increases (for example, as the result of the sale of assets.) The tender offer is not conditioned on the availability of financing.

Mark Lampert, the general partner of BVF, stated, “The tender offer provides stockholders with a choice if BVF’s nominees are elected to the Board: they can either tender their shares for near-term cash at a premium to the market price or they can retain their shares and participate with BVF in the future of Avigen, whether through a merger with MediciNova, as hoped, or otherwise. This tender is the outgrowth of Avigen’s earlier rejection of our request that the Company provide downside protection for all shareholders. If elected to the Board, BVF’s nominees intend to pursue the downside-protected transaction proposed by MediciNova, or, if not possible, to consider other alternatives including a complete return of capital.”

Mr. Lampert continued, “Yesterday Avigen announced that it will spend stockholder money on not one, but two financial advisors. Why? We believe that Avigen could retain ten financial advisors and it won’t change the fact that the risk-reward profile of the proposed merger with MediciNova is extraordinary. We are concerned that this is just another example of the Board wasting stockholders’ assets; we question the Board’s underlying motivation for these actions and whether they are simply trying to remain in office at stockholders’ expense. In order to ensure no further deterioration of Avigen’s value, we urge stockholders to vote to remove all incumbent directors and elect the BVF nominees.”

BVF expects to file offering materials with the Securities and Exchange Commission and commence the tender offer within a reasonable time. Once the tender offer is commenced, offering materials will be mailed to Avigen stockholders and filed with the Securities and Exchange Commission. Avigen stockholders are urged to read the offering materials when they become available because they will contain important information.

[Full Disclosure: We have a holding in AVGN. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only.]

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Autobytel Inc (NASDAQ:ABTL) has amended its stockholder rights plan in response to Trilogy, Inc. increasing its stake to 7.4%. ABTL’s most recent filing attaches the following press release:

Autobytel Inc. (NASDAQ: ABTL) today announced that it has amended its stockholder rights plan to permit CCM Master Qualified Fund, Ltd., Coghill Capital Management, L.L.C. and Clint Coghill to acquire collective beneficial ownership of more than 15% of Autobytel’s common stock without triggering Autobytel’s stockholder rights plan. In connection with the amendment to the stockholder rights plan, Autobytel also entered into a standstill agreement with CCM, Coghill Capital and Mr. Coghill that contains certain standstill provisions and prohibits CCM, Coghill Capital and Mr. Coghill from taking certain specified actions, including, among other things, a prohibition on any actions that would attempt to direct or influence the management, Board of Directors or policies of Autobytel. The standstill restrictions apply for as long as CCM, Coghill Capital and Mr. Coghill collectively beneficially own in excess of 9.7% of Autobytel’s common stock.

Jeffrey Coats, Chief Executive Officer of Autobytel, stated: “Coghill Capital has been a valued long-term investor in Autobytel, and Autobytel appreciates Coghill Capital’s continued support of the Company. Autobytel looks forward to working with all of our stockholders to maximize stockholder value.”

ABTL is up 14% to $0.49 since we started following it in December last year. We see its liquidation value around 60% higher at $35.3M or $0.78 per share.

[Full Disclosure: We do not have a holding in ABTL. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only.]

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The New York Times’ Dealbook has a copy of Ramius Capital’s recent white paper, The case for activist strategies. The paper seeks to explain how activist investment strategies create shareholder value and improve corporate governance by resolving conflicts of interest between shareholders, directors and management.

Perhaps most interesting for Greenbackd readers is the paper’s discussion of the results of two recent comprehensive studies about the effectiveness of activist strategies:

The first, “Hedge Fund Activism, Corporate Governance and Firm Performance,” conducted by four university professors, analyzed nearly 800 activist events in the US from 2001 to 2006. The authors found that success or partial success was attained in nearly 2/3rds of the cases. The study highlighted that the target firm typically outperforms the market by 7% to 8% over a four-week period before and after announced activist campaigns by hedge funds. If this boost in performance was temporary and activist funds did little to generate value, the stock price would have reverted back over the course of the investment but the study concluded that this was not the case. The study also found that the highest market performance response to activist activities were when the stated objective was strategic in nature whether intending to sell the company, divest non-core assets, or refocus the business strategy. It also found that the effects of activist activities improved long term operational performance at target firms, demonstrated by ROE and ROA increases, while evidence of positive financial and corporate governance effects were observed in the form of increased dividend payouts and lowered CEO compensation. Another interesting conclusion was that hostile activism, which was found in roughly 30% of the cases, typically received more favorable market responses than non-hostile activism. The second, “Hedge Fund Activism” by April Klein, an associate professor at NYU, examined a sample group of 155 activist campaigns. Her conclusion was that in many cases the perceived threat of a proxy fight was sufficient for the activist to achieve its goal. This study reaffirmed many of the same conclusions as the previously mentioned study, including the abnormal stock returns surrounding the initial announcement. This study also found that the abnormal return of activist targets during the subsequent year was even greater, roughly 11%, confirming that activists generate returns significantly beyond the initial market reaction.

The paper concludes that both of the studies confirm that activism creates value, and can augment returns for traditional passive value investors. We think it confirms the value proposition of our approach to investing alongside activist investors in deep value situations.

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Avigen, Inc. (NASDAQ:AVGN)‘s management has filed its comments on Biotechnology Value Fund (BVF)’s proposal to replace AVGN’s board with BVF’s slate of director nominees who will support MediciNova, Inc.’s (NASDAQ:MNOV) offer for AVGN.

We’ve been following AVGN (see archived posts here) because it’s a net cash stock (i.e. it’s trading at less than the value of its cash after deducting all liabilities) and specialist biotechnology activist fund BVF has been pushing it to liquidate and return its cash to shareholders. We think MNOV’s offer represents a clever way for AVGN’s stockholders to receive cash equivalent to that which they would receive in a liquidation (less $7M to be paid to MNOV) with the possibility for “an extraordinary, uncapped return” if MNOV is successful post-merger. We estimate AVGN’s cash at around $1.22 per share (BVF estimates $1.20 per share), which is a little less than 40% higher than AVGN’s $0.87 close yesterday.

AVGN’s board has responded to BVF’s proposal in a press release:

Avigen, Inc. (Nasdaq: AVGN), a biopharmaceutical company, announced today that its Board of Directors has retained two independent financial advisors to support its strategic objectives. RBC Capital Markets and Pacific Growth Equities LLC have been engaged to oversee the review of merger and acquisition opportunities and assist in monetizing the company’s AV411 assets, as outlined in the recent Open Letter to Shareholders.

“We believe our strong balance sheet and public listing provide shareholders with an opportunity for an attractive return on their investment,” commented Kenneth Chahine, Ph.D., J.D., Avigen’s President and Chief Executive Officer. “While we recognize that the distribution of cash is one option, we have a responsibility to our shareholders to run a comprehensive and competitive process. For over a year, we have explored strategic discussions with MediciNova, Inc., and will include their proposed acquisition offer in our analysis.

“We believe that our recently expanded effort to partner or sell AV411 and our glial attenuation program can deliver significant value to our shareholders in 2009 and are moving actively to review all alternatives,” continued Dr. Chahine. “If at any point during this process, however, our Board of Directors concludes that a favorable transaction is unlikely, we intend to narrow our focus to our other options, including a partial or compete distribution of cash.”

Biotechnology Value Fund, L.P., a significant Avigen shareholder, has requested a special meeting of shareholders for the purpose of replacing Avigen’s current Board members with a slate of Directors proposed by them. The company is in the process of facilitating the request for a Special Meeting.

Avigen management intends to provide an update on the progress of the strategic review at its upcoming quarterly conference call scheduled for Wednesday, February 11, 2009.

Hat tip to Ted.

[Full Disclosure: We have a holding in AVGN. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only.]

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Biotechnology Value Fund (BVF) has filed its proxy material for the Special Meeting of Avigen, Inc. (NASDAQ:AVGN) stockholders. BVF want to replace AVGN’s board with BVF’s slate of director nominees who will support MediciNova, Inc.’s (NASDAQ:MNOV) offer for AVGN.

We’ve been following AVGN (see earlier posts here, here, here, here, here, here and here) because it’s a net cash stock (i.e. it’s trading at less than the value of its cash after deducting all liabilities) and specialist biotechnology activist fund BVF has been pushing it to liquidate and return its cash to shareholders. We think MNOV’s offer represents a clever way for AVGN’s stockholders to receive cash equivalent to that which they would receive in a liquidation (less $7M to be paid to MNOV) with the possibility for “an extraordinary, uncapped return” if MNOV is successful post-merger. We estimate AVGN’s cash at around $1.22 per share (BVF estimates $1.20 per share), which is a little less than 40% higher than AVGN’s $0.87 close yesterday.

BVF’s proxy material sets out the rationale for removing the incumbent directors:

The members of the BVF Group are currently the beneficial owners of an aggregate of 8,819,600 Shares, representing approximately 29.63% of the issued and outstanding common stock. As significant stockholders of Avigen, we have one goal: to maximize the value and minimize the risk on behalf of all stockholders. A brief synopsis of Avigen corporate history as well as our recent efforts to maximize stockholder value is summarized in the following chronology of events leading up to this proxy solicitation:

We first became a shareholder of Avigen in 2005, the year Avigen sold, for $12 million, its unsuccessful gene therapy business in which the Company had invested over $150 million. The Company, led by its current CEO, Ken Chahine, spent nearly two years running a “process” with the mandate to re-invent the Company by investing in whatever the current management team deemed compelling. In January 2006, this management team chose to acquire its lead development candidate, AV650, because, in their own words, “we believe it is a low risk.” In fact the Company’s entire strategy, then and now, is supposedly “designed to mitigate the risk of bringing innovative therapies to U.S. patients.” $100 million later, on October 21, 2008, Avigen announced the outright failure of its “low risk” bet on AV650, resulting in a collapse in the Company’s stock price. This same management team and Board, which has failed previously, now wishes to bet the substantial remaining shareholder capital on whatever it deems appropriate.

We recently acquired a significant number of Shares and became the largest stockholder of Avigen. We increased our investment in October 2008 based upon our belief that Avigen’s shares were significantly undervalued. In fact, Avigen reported $56 million, or $1.88 per Share, of financial assets as of September 30, 2008, consisting of cash, cash equivalents, available-for-sale securities and restricted investments, while trading at a price well below $1.00 during the two months prior to filing this proxy statement. We believe this depressed trading price, substantially below Avigen’s cash liquidation value, is based upon the market’s concern that management and the existing Board will pursue ill-advised or other value destroying ventures, at stockholders’ expense, while compensating themselves in the process.

Since this time, we have reached out to the Board numerous times, each time raising our concern that Avigen’s existing liquid assets not be wasted or otherwise committed to value destroying ventures.

We have specifically suggested that the Board “guaranty” the worst case outcome for all stockholders. This guaranty could be accomplished in several ways, including by dividending or distributing all excess cash to stockholders at the present time, or by offering to buy back any and all Shares from stockholders that wish to sell at a specific price at a specific future date (e.g. $1.25 per Share in December 2009). At no time have we asked for – nor would we accept – any consideration or benefit for ourselves that would not be offered to all stockholders.

The Board has ignored our attempts to work constructively for the benefit of all stockholders. Avigen responded to our offers by unilaterally increasing and broadening management’s “golden parachute” severance agreements and unilaterally adopting a “poison pill,” raising our concerns about this Board’s true intentions.

The Board’s “golden parachute” severance agreements with management, under the ridiculous justification that such payouts are necessary to “attract and retain key employees,” is particularly outrageous given Avigen’s current circumstances. Our analysis indicates that these payouts, which we believe would be triggered by most “change in control” scenarios, including a liquidation, total at least $3 million, an incredible 16.5% of the Company’s entire market value at the time of adoption. The recipients of these golden parachute arrangements include Avigen’s CEO, Ken Chahine, who resides in Park City, Utah, while the Company is based in California. We question how the Company can justify such actions as necessary to “attract and retain key employees” when Avigen has no real business at this time and has abandoned the development of all its products. These hastily adopted severance arrangements need to be challenged and, if possible, revoked.

In addition, we believe the Board’s implementation of the “poison pill” serves no purpose other than to entrench the Board and keep BVF from purchasing additional stock in the Company. We are concerned that management and Board members are more concerned with retaining their jobs and compensation than with maximizing stockholder value. As evidence, Avigen’s stock price fell more than 20% after the adoption of the poison pill. The pill should be redeemed. The Board’s recent actions reveal its true self-interest and leave us concerned that the Board will indeed destroy and/or take all remaining value.

On December 22, 2008, MediciNova, Inc. (“MediciNova”), a company in which we have no economic interest, proposed to merge with Avigen in an innovative and, we believe, compelling downside-protected structure. We believe the proposed merger is uncontrovertibly in the best interest of all stockholders and we had grave concerns that the Board may not negotiate in good faith with MediciNova, if at all. Avigen’s statements apparently rejecting this proposal confirmed our worst fears. We are concerned that the Board’s and management’s self-interest will prevent them from acting in what we believe to clearly be the best interests of all stockholders.

Accordingly, after much consideration we felt compelled to call this special meeting of stockholders to remove the existing directors and to elect new, truly independent directors who, if elected, will take actions to benefit all stockholders, including redeeming Avigen’s stockholder rights plan, working to consummate the proposed transaction with MediciNova and/or working to complete a distribution of Avigen’s assets to all stockholders.

[Full Disclosure: We have a holding in AVGN. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only.]

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In our last post, we discussed our approach to long-term and fixed asset valuation. We concluded that, given our inability to actually value any given asset or class of assets, the best that we could do is fix a point at which we feel that we are more likely to be right than wrong about a stock’s value but would also have enough opportunities to invest. We argued that magic point for us in relation to property, plant and equipment is 50%, based on nothing more more than our limited experience. We acknowledge that this method will cause us to make many mistakes, so in this post we set out our method for protecting ourselves from those mistakes.

We try to protect ourselves from our mistakes in three ways:

  1. We try to buy at a substantial (i.e. more than 1/3) discount to our estimate of the written down value. Sometimes our valuation will be so wrong that the discount will be an illusion, and the real value will be well south of our estimate (maybe somewhere near Antarctica). In those instances, if the liquidation becomes a reality, we will lose money. In other instances, the real value will be higher than our estimate, and we will make money. Our hope is that the latter occurs more frequently than the former, but we are certain that the former will occur regularly.
  2. We try to buy a portfolio of these securities and we don’t concentrate too much of the portfolio in any one security. The more certain we are about a security, the larger the portion of the portfolio it will command. This means that net cash stocks that have ceased trading and are in liquidation or paying a special dividend take up a larger proportion of our portfolio than cash-burning industrials in liquidity crises with value wholly concentrated in property, plant and equipment (that said, at a big enough discount, they might take up a lot of the portfolio). This means that if any one stock, or even a handful of stocks, go to zero or thereabouts, they don’t destroy our entire stake and we can live to invest another day.
  3. We try to follow investors much smarter than we are. From our perspective, there’s no shame in riding on someone else’s coat-tails, especially when those coat-tails are on the back of someone smarter, better resourced and more experienced. This is one of the main reasons we only invest when we can see a Schedule 13D notice filed with the SEC (the other reason is that the 13D filing is the precursor to the catalytic event that removes the discount). Often, the 13D notice will set out the investor’s rationale for the investment, which may include their view on the stock’s valuation. While we always do our own research, we are comforted when we see other value-oriented investors in the stock, and we hope that experienced, professional, value investors are right more often than they are wrong (even though we know that they will also make mistakes).

The first method above attempts to limit the effect of an error in valuation on any given investment. We hope that if we’re wrong about the value, it’s only by a matter of degree, and we can salvage some value from the investment. The second limits the damage that a total, or near total, destruction of value in any one investment does to the portolio as a whole. The third is a check on our thought process. If we’re right about a situation, we’d expect to see investors smarter than we are already in the stock. If they’re not there, we’d have to look deep into the abyss before jumping in. We haven’t had to do that yet.

We hope that this better explains our approach to investment. Once again, we’re always keen to hear other points of view, or to have someone point out the obvious holes in the argument.

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