Can you buy $1 for 80 cents? Stock markets rarely provide the opportunity to invest in an asset that’s worth than the net cash it carries on its books. Today, we came across a stock that trades for $0.80 for each $1 cash it holds on its books. Usually these opportunities are available when the market thinks the current management won’t take any actions that will enhance (or not destroy) shareholder returns. Last week Synta Pharmaceuticals Corp (NASDAQ:SNTA) and Madrigal announced their merger agreement. Madrigal will essentially take over the merged company, owning 64% of the outstanding shares of the entity.
Is this merger a good transaction for Synta Pharmaceuticals Corp shareholders? Billionaire Bruce Kovner thinks so. He filed an amended 13D last week disclosing additional purchases of 60K or so SNTA shares as well as his support for the merger. On the other hand, Synta’s President and CEO Dr. Paul Friedman decided to put his money on Madrigal as part of a $9 million cash infusion together with a consortium of investors. This tells me that Magrigal investors are getting the better part of this merger agreement.
Is it a good idea to follow Kovner into Synta? The merged entity which will be named Madrigal is currently valued at nearly $150 million. This seems a bit too high for a company that has only two drug candidates that are in early stages of clinical trials. There are other biotech stocks that have drug candidates at more advanced stages and trade at lower valuations.
In any case, you can find the details of Kovner’s recent filing below:
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Caxton Corporation | 0 | 12,057,869 | 0 | 12,057,869 | 12,057,869 | 8.7% |
Kovner | 0 | 340,970 | 0 | 340,970 | 340,970 | 0.2% |
Kovner | 0 | 4,000,000 | 0 | 4,000,000 | 4,000,000 | 2.9% |
OB Select Opportunities | 0 | 600,548 | 0 | 600,548 | 600,548 | 0.4% |
KFO HOLDINGS | 0 | 11,399,464 | 0 | 11,399,464 | 11,399,464 | 8.3% |
Kovner, Bruce | 5,443,823 | 16,398,839 | 5,443,823 | 16,398,839 | 21,842,662 | 15.8% |
Page 1 of 12 – SEC Filing
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Page 2 of 12 – SEC Filing
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
Caxton Corporation 22-2437619 | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
(b) [X] | ||
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS | |
AF | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
7. | SOLE VOTING POWER | |
0 | ||
8. | SHARED VOTING POWER | |
12,057,869 | ||
9. | SOLE DISPOSITIVE POWER | |
0 | ||
10. | SHARED DISPOSITIVE POWER | |
12,057,869 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
12,057,869 | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
8.7% | ||
14. | TYPE OF REPORTING PERSON | |
CO |
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Page 3 of 12 – SEC Filing
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
Kovner 2012 Family Trust B | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
(b) [X] | ||
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS | |
OO | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
New York | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
7. | SOLE VOTING POWER | |
0 | ||
8. | SHARED VOTING POWER | |
340,970 | ||
9. | SOLE DISPOSITIVE POWER | |
0 | ||
10. | SHARED DISPOSITIVE POWER | |
340,970 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
340,970 | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
0.2% | ||
14. | TYPE OF REPORTING PERSON | |
OO |
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Page 4 of 12 – SEC Filing
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
Kovner 2015-A Investment Trust | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
(b) [X] | ||
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS | |
OO | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
New York | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
7. | SOLE VOTING POWER | |
0 | ||
8. | SHARED VOTING POWER | |
4,000,000 | ||
9. | SOLE DISPOSITIVE POWER | |
0 | ||
10. | SHARED DISPOSITIVE POWER | |
4,000,000 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
4,000,000 | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
2.9% | ||
14. | TYPE OF REPORTING PERSON | |
OO |
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Page 5 of 12 – SEC Filing
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
OB Select Opportunities, LLC 22-3623004 | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
(b) [X] | ||
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS | |
WC | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
7. | SOLE VOTING POWER | |
0 | ||
8. | SHARED VOTING POWER | |
600,548 | ||
9. | SOLE DISPOSITIVE POWER | |
0 | ||
10. | SHARED DISPOSITIVE POWER | |
600,548 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
600,548 | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
0.4% | ||
14. | TYPE OF REPORTING PERSON | |
OO |
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Page 6 of 12 – SEC Filing
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
KFO HOLDINGS LLC 46-4139835 | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
(b) [X] | ||
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS | |
WC | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
7. | SOLE VOTING POWER | |
0 | ||
8. | SHARED VOTING POWER | |
11,399,464 | ||
9. | SOLE DISPOSITIVE POWER | |
0 | ||
10. | SHARED DISPOSITIVE POWER | |
11,399,464 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
11,399,464 | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
8.3% | ||
14. | TYPE OF REPORTING PERSON | |
OO |
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Page 7 of 12 – SEC Filing
1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
Kovner, Bruce | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [_] |
(b) [X] | ||
3. | SEC USE ONLY | |
4. | SOURCE OF FUNDS | |
AF, PF | ||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | [_] |
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
United States | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
7. | SOLE VOTING POWER | |
5,443,823 | ||
8. | SHARED VOTING POWER | |
16,398,839 | ||
9. | SOLE DISPOSITIVE POWER | |
5,443,823 | ||
10. | SHARED DISPOSITIVE POWER | |
16,398,839 | ||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
21,842,662 | ||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | [_] |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
15.8% | ||
14. | TYPE OF REPORTING PERSON | |
IN |
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Page 8 of 12 – SEC Filing
ITEM 1. | Security and Issuer |
ITEM 2. | Identity and Background |
(b) (i) | The address of Caxton Corporation is 731 Alexander Road, Bldg. 2 Princeton, NJ 08540. |
(ii) | The address of Kovner 2012 Family Trust B is 731 Alexander Road, Bldg. 2 Princeton, NJ 08540. |
(iii) | The address of Kovner 2015-A Investment Trust is 731 Alexander Road, Bldg. 2 Princeton, NJ 08540. |
(iv) | The address of OB Select Opportunities, LLC is 731 Alexander Road, Bldg. 2 Princeton, NJ 08540. |
(v) | The address of KFO Holdings LLC is 731 Alexander Road, Bldg. 2 Princeton, NJ 08540. |
(vi) | The business address of Mr. Kovner is 731 Alexander Road, Bldg. 2 Princeton, NJ 08540. |
(c) (i) | The principal business of Caxton Corporation is to serve as the manager of certain investment vehicles controlled by Mr. Kovner, including OB Select Opportunities, LLC and KFO Holdings LLC, and as general partner of Caxton Alternative Management LP, an affiliate of Caxton Corporation. |
(ii) | The principal business of Kovner 2012 Family Trust B is to serve as an estate planning vehicle for Mr. Kovner and his family. |
(iii) | The principal business of Kovner 2015-A Investment Trust is to serve as an estate planning vehicle for Mr. Kovner and his family. |
(iv) | The principal business of OB Select Opportunities, LLC is to serve as an investment vehicle for investments in securities. |
(v) | The principal business of KFO Holdings LLC is to serve as an investment vehicle for investments in securities. |
(vi) | The present principal occupation of Mr. Kovner is Chairman of Caxton Corporation and Caxton Alternative Management LP. |
(i) | Caxton Corporation – Delaware. |
(ii) | Kovner 2012 Family Trust B – New York. |
(iii) | Kovner 2015-A Investment Trust – New York. |
(iv) | OB Select Opportunities, LLC – Delaware. |
(v) | KFO Holdings LLC – Delaware. |
(vi) | Mr. Kovner – United States. |
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Page 9 of 12 – SEC Filing
ITEM 3. | Source and Amount of Funds or Other Consideration. |
ITEM 4. | Purpose of Transaction. |
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Page 10 of 12 – SEC Filing
ITEM 5. | Interest in Securities of the Issuer. |
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Page 11 of 12 – SEC Filing
ITEM 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
ITEM 7. | Material to Be Filed as Exhibits |
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Page 12 of 12 – SEC Filing
Date: 4/15/2016 | Caxton Corporation |
/s/ Heath N. Weisberg | |
Heath N. Weisberg, as General Counsel and Chief Compliance Officer of Caxton Corporation | |
Date: 4/15/2016 | Kovner 2012 Family Trust B |
/s/ Karen Cross | |
Karen Cross, Vice President and Treasurer of Cadence Trust Company | |
Date: 4/15/2016 | Kovner 2015-A Investment Trust |
/s/ Karen Cross | |
Karen Cross, Vice President and Treasurer of Cadence Trust Company | |
Date: 4/15/2016 | OB Select Opportunities, LLC |
By: Caxton Corporation, Manager of OB Select Opportunities, LLC | |
/s/ Heath N. Weisberg | |
Heath N. Weisberg, as General Counsel and Chief Compliance Officer of Caxton Corporation | |
Date: 4/15/2016 | KFO Holdings LLC |
By: Caxton Corporation, Manager of KFO Holdings LLC | |
/s/ Heath N. Weisberg | |
Heath N. Weisberg, General Counsel and Chief Compliance Officer of Caxton Corporation | |
Date: 4/15/2016 | Bruce S. Kovner |
/s/ Heath N. Weisberg | |
Heath N. Weisberg, as attorney in fact for Bruce Kovner |