Investor Makes Proposal to Acquire AIkido Pharma for $8.00 Per Share in Cash
09 Agosto 2022 - 2:30PM
Shalom Auerbach, a significant stockholder of AIkido Pharma Inc.
(NASDAQ: AIKI) (“AIKI” or the “Company”) beneficially owning
approximately 3.8% of its common stock, today announced that he has
sent a letter proposing to acquire the Company for $8.00 per share
in cash. The full text of the letter follows below:
August 9, 2022
AIkido Pharma Inc.One Rockefeller Plaza, 11th
FloorNew York, NY 10020
Dear Members of the Board of Directors:
I am a significant stockholder of AIkido Pharma
Inc. (NASDAQ: AIKI) (“AIKI” or the “Company”), beneficially owning
approximately 3.8% of the Company’s outstanding common stock. In
prior public letters to the AIKI Board of Directors (the “Board”)
and Company stockholders, I laid out significant concerns regarding
the Company’s performance, direction and governance, which concerns
are shared by many other stockholders. Most recently, I called upon
the Board to take action immediately to prevent further destruction
of stockholder value at AIKI, including by commencing an orderly
process to sell the Company’s assets and distribute capital to
stockholders. Disappointingly, the Board has refused to genuinely
engage with me and appears set on continuing to pursue the
Company’s “diversification” strategy by spending stockholder funds
to start three (three!) new businesses unrelated to the Company’s
historical biotechnology business.
I have invested in AIKI because I see
substantial value in the Company’s assets, and I continue to be
convinced that AIKI stockholders would be far better off if the
Company stops its value-destroying actions, sells the Company’s
assets and returns cash to stockholders. Today, I am
prepared to stand behind that conviction and am proposing to
acquire 100% of the outstanding shares of common stock of AIKI that
I do not already own for $8.00 per share in cash.
This proposal to buy AIKI represents a 31%
premium to the Company’s most recent closing share price on August
8, 2022,1 and would provide substantial and immediate cash value
for the Company’s stockholders. This proposed transaction should be
an attractive alternative for the Company’s stockholders to bearing
the risk of management’s uncertain pivot to three new business
areas under the guidance of an entrenched Board that has
demonstrated a lack of alignment with stockholder interests.
As of the date of this letter, I beneficially
own approximately 3.8% of AIKI’s outstanding common stock. Based on
financing proposals I have received, I am highly confident that I
would be able to fully fund the transaction using cash on hand and
external financing, such that the transaction would not be
contingent on obtaining financing.
The transaction would be subject to the
following conditions: (i) receipt of required Board and stockholder
approvals; (ii) receipt of any required governmental and
third-party approvals (including any required consents under
material contracts); (iii) limited confirmatory due diligence; and
(iv) the negotiation and execution of a definitive merger agreement
containing terms and conditions customary for a transaction of this
type and size.
Please note that my proposal is based entirely
on publicly available information. If upon confirmatory due
diligence, I become aware of some component or aspect of the
business and its prospects that evidences additional value inherent
in the Company, I am prepared to increase the proposed price to
reflect this new information. Of course, this letter constitutes an
expression of interest only and does not create and shall not be
deemed to constitute or create any legally binding or enforceable
obligations on the part of either of us until a definitive
transaction agreement is executed. I reserve the right to withdraw
or modify any proposal at any time and for any reason.
I am prepared to engage meaningfully and
constructively with the Board to achieve a successful transaction
in a quick and efficient manner. I strongly believe that this
proposal is the best opportunity for AIKI stockholders to achieve
certain value for their shares on an expeditious basis. I also
would support a decision by the Company to commence a full sale
process with a plan to distribute the proceeds to stockholders, as
I urged the Board to do in my prior letters.
I will not hold this proposal open indefinitely
while management continues to spend stockholder funds on its
development of new businesses and destroy stockholder value at
AIKI. It is critical that the Company meet with me by no
later than August 23, 2022, so we can commence constructive
discussions regarding my proposal.
I am readily available to meet with the Company
to discuss my proposal and look forward to your prompt
response.
Sincerely,
Shalom Auerbach
Contact:Sauerbach74@gmail.com (516) 217-3721
1 Based on closing price of $6.09 on August 8, 2022.
Grafico Azioni Alkido Pharma (NASDAQ:AIKI)
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