Transcript
Welcome to shareholder Primacy from freefloat media. A podcast about activist investing Securities Law and all the way is the financial and legal world's intersect and Collide in real life. And and I have returned. And of course, he is an elliptical, she's a law professor at the University of Colorado, who teaches and researches Securities and business law, she looks after the legal part of our little podcast Enterprise here. And works in Chicago, he covers the financial side of our podcast. I tried you anyway? Go ahead, you have something you want to tell us? Yeah, it's just a reminder. If you want to get in touch with us for any reason, you can email us at shareholder Primacy at pre-float LLC. Yes, please send emails. We we could use a few where we're not running out of ideas, but we like to hear from everybody about what they wanted us to talk about anyway and This past week, there was a brief intense and interesting news events. Interesting and potentially important in a deal and that's the one. Among and between Pfizer Novo Nordisk. And met Sarah, and Pfizer and Novo. Were competing to acquire. This drug company massara. We did hear after you and I sketched all this out. What we wanted to talk about that. Pfizer in fact prevailed, if I won this kind of Quasi sudo auction, it wasn't even that. Um, I was an auction, it was not okay. There was an Auctioneer but they were going back. Yeah. And the deal is Back on. So Pfizer is now on the hook to acquirement Sarah with some really interesting turns twists and turns and some terms and Pfizer is paying something like a quarter or a third more than originally proposed 2.7 billion. Yeah, then it's first bid. So on top of its original bit of 7.3 billion, that's a lot of money. On top of the bed that it thought. This was a slam dunk. so even though, as of A few days ago. It's Presumably over or at least the the competing part. We thought we could outline some of the basic details and then also talk over some really, you know, delicious legal issues. Yeah there was a really interesting legal skirmishing that happened in the course of all this, right? So but the timing was a little weird for us. It wasn't it, I think yeah. Just well the whole thing resolved in a couple days. So it just yeah it's only been going for like less than a week. But I'll just say the outside that we are recording this on the morning of November 10th and we're going to make this podcast public on the morning of November 12th. So if anything dramatic happens between those two times, we're going to be a little out of date, but right, so the morning of November 10th, here's where we are. So followers, forgive us, if something crashes and burns in this deal in the next 48 hours or even after. But we hope to guide everybody through, at least what we thought was kind of History. Let's look at some of the issues. The players of course are I'll talk about that for a second. The players are fiser. Who everybody got to know by now, of course developed, you know some of the original covid vaccines, you know, a long time, you know, centuries old us farmer company remained, actually kind of independent up till now. But importantly, their problem is they do not have a horse in the weight loss race, they do not have a glp-1 drug, they had one that went so much far into some trials and then just fail. The other bidder here is Novo Nordisk. Which everybody kind of knows sort of who they are. They're more of a one trick pony. They have other drugs but they're really they're the ozone. And we go V people and have made just boatloads of money. Yeah, stumbling for whatever reason, yeah, the most recent years, Share price performance has been that great. But they do have these two like oh yeah, right? Novo, I don't know if you knew this, they are the by far the biggest company in Denmark where they're almost out there. Market cap. And again, I always hesitate a little bit to mix stock numbers like market cap with flow numbers like GDP but their market cap of 6. 700 billion dollars is larger than the Denmark economy. Yeah, I mean they're dominant and then there's met Sarah. Who is now? You looked at material? So yes. Sarah, they only just went public this January and apparently they were negotiating a merger even then. But they only just went public this January. And they have these new weight loss drugs of the same class in development that are apparently very promising but they are not yet there they have, they're not on the market and it's eventually Capital back company. It's got two, big funds that are backing it and those funds and their Affiliates have a majority of the voting power, and the company Founders have the voting power. So it's publicly traded, but a lot of the voting power is all really concentrated and it was Dockers and these in the founders. And it was an IPO within the past 12 months, which was notable, it's not even a seasoned issuer under righties regulations, and they have like, zero revenues, all they just losses. So they're, they're they're basically a drug de. Aultman company with a promising drug though, not it's not a short. They don't have any kind of FDA approval yet to sell it or it's just this, it's this kind of flyer. And then Pfizer because they don't have one of these go ahead. Yeah, so like a bunch of companies were looking to acquire them and as I said, even before, apparently these talks are beginning even before they had the IPO. I mean, that's an interesting decision that they had the IPO while having discussions but whatever. So they had, actually a whole bunch of different acquirers that were interested in them. But essentially, two were the, most promising, Pfizer, because Pfizer, that would give fiser the foothold in this weight loss Market. That it doesn't currently have Novo, which obviously, as well established in this market because Nova wanted to preserve its position as the dominant player. And also Shore up, you know, the product its stock price after the problems they've been having. So after several rounds of bidding and a lot of negotiations, both of them had the same basic proposal financially so they both of them proposed to merge with matara and buy out the stockholders for Cash Plus Contingent value, right? And the contingent value, right? A CVR would it wouldn't trade but basically it would arrive. It was it's essentially the equivalent of what you do in as an urn out in a public company. Yes it would pay out additional cash. If net Sarah's drugs in development met certain Milestones you know for Effectiveness and FDA approval and so forth. So and this is very common in drug companies that also the litigation that follows this very common drug companies where they've got their drugs and development you don't they could either be worth everything or they could be worth nothing. So when you buy out the stockholders, you pay a contingent value, right? That will give them additional cash if the drug turns out to be successful if it's succeeds. Right. Exactly. So by the time, the dust settled with multiple rounds of bidding. So both of them are proposing cash for the stock plus CVR. And by the time all this bidding happened novos bid was absolutely Higher. By any measuring it was like a total value and every measure it was offering 50 dollars in cash. Plus a CVR that would pay out a maximum of 37 dollars per share. And Pfizer was only offering 47.50 per share in Cash, Plus a 2250 CVR. So on both every possible measure Pfizer's. Bid was lower. It. But there was a big stumbling block to novos bid and that's antitrust because Novo with two weight loss drugs in its portfolio presented a lot more antitrust risk than Pfizer which had no and a weight loss drugs in his portfolio, right? And and the show when we when we talk about NH I mean when we talk about Anti-Trust we mean whether the I'm guessing the FTC, not the FDA, whether the FTC would allow this merger to go forward. Yeah, and it's more than There's a particular. Heart Scot rodino. It's just right. Basically, the backstory here is that What companies would used to do, is if they knew that if they presented antitrust risk, they would rush to merge really quickly before the government could stop them. Figuring that even if the government stood after the fact, it's really hard to unscramble the wind it. Yeah. Right, exactly. So Hearts got redinho is this preclearance system, where if your merger is a certain size that involves like, either, buying up assets, or taking voting control, you have to pre-clear it with the government and if the government doesn't think there's a problem, you just, it's just a waiting period and you sit around and you then merge, but if the government does, think it's a problem. It can ask for Discovery and you can get into a really prolonged Discovery process that ends, if worst case scenario with the government going to court to block you. So, the big issue here was that Novo had such high Anti-Trust risk. There was like this whole Discovery period before. They could actually do the merger threatened to be very prolonged and very uncertain. So Novo came up with this novel workaround and that's what I'm kind of curious about. Yeah, so the idea would be to have two different pieces to the merger first. As soon as macera signed the merger agreement Nova would pay the cash portion, the 50 dollars per share in cash straight to met Sarah just it's signing before. There's even a shareholder vote at signing, they would pay this cash to Miss Sarah and that Sarah would pay that cash out as a dividend to its own shareholders. And in exchange Madera would give Novo about half the company, the economic value of the company. But in non-voting, stock and hearts got rodino only applies. If you're selling assets or voting control non-voting, stock does not require plea clearance. So, the theory was that this first half of the transaction could just happen, right away without going to the FTC if nobody would get half the company. But only a non-voting start would be financially half that would be entitled to dividends and all But it would be non-voting, stock worth half the company and they would pay all the cash up front and mentora would have. So the entire part of the cache structure was going to be paid out now immediately and so all that would be left would be the contingent value, right? Which was much less like. So I haven't done the math. Let's say two thirds would be paid out right away. Yeah. And then the company would sort of fight it out with Regulators hopefully and then if The Regulators ultimately approved then they would have the merger and the shareholders would get the back end consideration which would be the contingent value, right? And if the shareholders and if the but if but if the merger wasn't approved by Regulators, then nobody would just continue on owning half the company non-voting stock but with economic value, the shareholders of Matera would still have their cash. It would be if the equivalent of a massive break fee and you know, they'd still have half their own company. Now the problem way to think about it. Yeah it was just the break fee being paid up front before exactly Sarah. Did a damn thing exactly. And Now, what it would mean is they'd still have financially half their company. If their drug turned out to be incredibly valuable, they'd still have half of that, but it also means that there would be a huge stumbling block, if anyone else wanted to take over the company because they'd have to buy out Nova, right? They have to they have to pay out. They have to have a liquidation preference, it basically got back, what it paid in. So so any future require or would have to buy essentially half of met Sarah from the right from the public stockholders and then buy out Nova. So, in many ways, this is a really advantageous structure, because the absolute worst case scenario is that they sell half their company for what, you know, is actually probably a lot more than half their company, right? Met, Sarah decided this was too risky. Partly because this waiting period, while they waited to see, if the merger got approved by the FTC, would just introduce so much uncertainty for the company that it would just really weigh on the business but the other reason and this isn't that Sarah's proxy statement. I'm quoting it. Now with novos bid, there was and this is the quote, the risk that the payment of the initial cast consideration and the subsequent payment of the dividend in respective shares of material common stock may not occur. That was the concern that that up front, cash payment, wouldn't ever happen. So the question is why well they say why? But my but what I gather, why is because the hearts government do you know, act would view this as Innovation. Like it actually says, you can't like restructure a merger transaction non-voting shares. Exactly like and this is actually happened before. The doj is find companies for this for like, doing like exactly this essentially. So that's the lawyers here, didn't invent this. Not invent this Society was apparently concerned. I mean, this is what I'm reading between the lines here. Not only that this structure would still violate Hearts, got redeemed out but they were apparently concerned. That the government would be annoyed enough that before they could even Get that initial cash. They would actually go to court to try to get an injunction to stop it. Oh interesting. So that's that's what I take from this. So Given all of those risks it went with the lower bid of Pfizer and this was all agreed to on September 22nd. It wasn't very long ago but apparently shortly after signing with Pfizer, Novo and met Sarah start talking again, except now met, Sarah has a merger agreement with Pfizer and the agreement restricts matera's ability to accept any topping bid. It can't just say well novos higher. Now. So under the agreement Matera is only allowed to accept a topping bid. If that bid counts as a superior proposal and a superior proposal has a very specific definition in the merger agreement. It's not just more money. To be a superior proposal, the board has to conclude in good faith that it's financially Superior, taking into account, all of the regulatory risks and it has to be about his likely to be completed. According to its terms as the Pfizer deal is, so it's you have to be financially Superior and About equivalent to Pfizer in terms of likelihood of no less no less is likely. Yes, advisory was given all the regulatory Pfizer. I know they were highly confident that there was no antitrust risk with Pfizer not only for Dino was early. They got early termination. It was so obvious. That was okay. We don't even have to worry about this. So plus, and it's more than that. Plus the board has to not only conclude that it's financially Superior and that given the risks, it's still like to be completed and so forth. The board has to conclude and good faith. That the new proposal is so much better than Pfizer's deal that the regulatory risks are so minimal that it would actually be a breach of fiduciary duty not to take. That's it. That's a very high bar. That is extremely high bar, and these are its material Delaware? Yeah. Okay. They're all right, but it's a pretty high bar, but it's not unusual. If the company already has gone through a lot of bidding like walking it up, that tightly would be bad if you just like went with the first bidder, right? It's not. But I've seen that I've definitely seen things like that before when the company is already negotiated quite a bit. And if I was obviously concerned because it knew that Nova was out there, know you said they'd been doing this since the IPO They did exactly what the risk for. But so, so, so they locked up this deal. Really tightly with it, has to be financially Superior given the regulatory risks about as likely to be completed on its terms as Pfizer's is and it would have to be a breach of fiduciary duty from met Sarah. Not to take it. That is the standard for terminating in favor of the novo deal. But what Novo comes back with to met Sarah is exactly the same plan Tash up front, CPR in the back except now they've changed the dollar figures. So a lot more cash is being paid up front and the CVR is lower. It's actually less money total but it's much more front loaded and then the bidding went on and Nova went even higher. But originally novos, new bid was exactly the same as the old bid in terms of structure, just with more cash up front. And this time though after apparently fight, they brought this up with his fiser that they were doing this and Pfizer scream bloody murder about, you know, liability, so Novo, added an indemnification provision. The indemnification provision says that it would indemnify, not only the company, but not only the directors, but also the Venture Capital back or stockholders the VC. Stop holders from any damages in subsequent lawsuits. So met Sarah goes and they tell Pfizer that Novo has a superior bid which means that Pfizer has four days to counter and Pfizer. Actually does counter but it also sues. That's what I was waiting for. Yeah, it's twice. Twice, two complaints were filed. One in the Delaware Court of Chancery. And one in the Delaware Federal Court, the Chancery lawsuit is basically that Matera is breaching, the Bircher agreement and that this isn't a superior bid because the antitrust risk is still there. And Pfizer also Sue's Novo claiming that no vote torches. Lee interfered with its attack contract, okay? And then there's the federal court claim where this is an antitrust. Claiming that no vote is essentially committing. And I trust violations by trying to interfere with the competing the competitor merger. All right, and then, but at the same time, Pfizer is continuing to up. It's been for Miss Sarah. All right. So let's it's the lawsuits that I think that really the lawsuits that are some further further debate and discussion. So yeah, why don't we cover those and talk? About those and kind of where they went and what Delaware did and so forth after a quick break. Yep. All right, cool. We're gonna take a quick break and we'll be back here at shareholder Primacy. Shareholder Primacy is brought to you by free flow analytics.com. The only free database of corporate directors, their influence and their performance Fiona Stocker, retirement, plan go to freeflow analytics.com. And look up, which of your elected directors are performing well and which aren't use your vote in the alternative democracy and get your data at free flow. Analytics.com. Now, back to the show, This again and Lipton here with Mike Levin and we are continuing to look at them at Sarah's deal and theology Matera. Pfizer, Novo. Novo deal. Yeah. Right, because that's what, that's how this kind of got started. All right, where we left this before, the break was kind of setting the stage for all these competing bids and the Anti-Trust, we didn't even talk about regulatory risk in terms of drug approval, right? But I know that for both. Yeah. But both companies I mean that's a risk that me, I think about, if I was a Pfizer shareholder which I have been occasionally, I've never owned over. Here's but I have been in Pfizer once in a while. Well, that's why the CVR and that's what well I mean it's not. I mean that's partial I guess the Regulatory and they've got nothing but that's CBR and they have a lead negotiated with the actual Milestones were okay. But anyway, but the main risk here was the anti. Yeah. And exactly and Pfizer. I don't know if rightfully so, but rice. Pfizer got very pissed off at what was happening. Yeah? Right. It is very Pfizer on this, but yeah. They, um, they March right into two different courts filed a bunch of different lawsuits which we want to talk about for a little while. So what did in order I should? We start with Delaware Chancery or that's really, I mean, that nothing. Yeah. With this transaction solely because if Nova figures if I can't have that Sarah, it's better if I doesn't right? And that was in part, I was going to talk about this toward the end but and we'll return to it. That was part of what Novo was trying to. They were not as much trying to get this drug because they already have good drugs. They're like not doing great but they were fine and they have a whole. I think they were trying to keep this out of his. Yeah, that's exactly fiser. Theory is well. So and then come up here, it was important. Okay? Because so well, in in Delaware Court of Chancery, they're fundamental argument, is that this is a breach of contract. This is a breach of the merger agreement because novos bid is not Superior under the merger agreement and under the merger agreement that Sarah can't terminate unless it has a superior offer and it comes down to the fact that to be superior, you have to it has to be likely to be completed on its terms, as the or at least as likely as the fire bid. But nothing's changed from late September. When met Sarah concluded, that the Nova bid was on acceptably. Risk, like there's no change but Sarah claims actually in its papers. It's argument is actually there was a change because after it's signed with Pfizer, met, Sarah argues, Novo began talking to, you us regulators and now met Sarah believes that Novo basically cleared a path with the US Regulators so that regulatory approval for antitrust is much clearer. It's much more likely. So coupled with the higher did financially then, now Matera is much more comfortable with the antitrust risk and that's the reason this is a superior offer. So just the act of Novo educating itself a little but they but really talking jawboning. The FTC. seem to, Persuade. Probably Novo. And then by implication minutes Sarah that FTC approval of this deal was somehow much more like, yes, although that is their story, whether it is truthful. Story is a whole separate question which is what is fun? Because and I just got to say in their papers. They make these fairly elaborate arguments about the complexity of the antitrust issues and how it might be very difficult for the government to demonstrate that novos bid was actually anti-competitive. But here's the thing legally, that's not actually the question legally. The question is whether it's so obvious that the novo bit because now that they've got a merger agreement in place The legal question is, whether it's so obvious that the novo bid would be completed, that it would be a breach of fiduciary duty from Madera, not to take it. And that's a very different question from. Well, actually, there are different antitrust argument you may but anyway, but if you read Pfizer's pay. So but nonetheless, our story is new information, we spoke to The Regulators. We have a better sense now, and now we think that this now, we're really confident man that we are, this is gonna just fly through. And, but if you read Pfizer's papers, there's a different argument that they, they kind of dance around. They don't say like, they say it somewhat explicitly, but not that explicitly. But this is an implication. This is the story that Pfizer is telling. It's about the government shutdown. Oh, interesting. Okay, go ahead. Visors argument is Novo has this bid structure of cash up front. And then, if there's no merger, approval met, Sarah shareholders, keep the cash. That's a really great deal for met Sarah. Because it means, as we said before, worst case scenario, they get all the cash and they still have half their company at the bidding numbers that we had now Novo in effect, pay shareholders, 7.2 billion for half the company, which is a really good deal. That's a great valuation man, but Sarah was concerned that the government would block that payment from being made. So no deal originally. But now with the government shutdown Pfizer is suggesting it looks like a better bet that The Upfront payment will be made before FTC can act to stop it and then once it's been paid out to shareholders as a dividend, there's no way for you. Can't put that toothpaste back in the tube and that's Why nobody the VC backer's? Because there was a garbage came back, came after them belatedly. They can't go after all the public shareholders. Who got this special dividend, but they sure as hell can go after the race, you know, significant blocks of the chairs, they know where to find them, they know where their banks are and they, and also the founders who have specific Things of stocks so that's why the indemnification was so necessary. So met Sara says that it only wanted this Indemnity agreement because Pfizer threatened to Sue and maybe that's true. But I have to say this Indemnity agreement, I doesn't just identify against litigation. Damages it. Indemnifies against fines aren't what? You pay to Pfizer. Fines are what you pay the government. Was about government and I trust risk. So that which puts a little damper on the story that oh, well, now we think that our anti. Yeah, this is right. If they didn't think That was a remote threat. They wouldn't have. I mean, broad broad Broad and Denny agreements in there, right? But it gets, it gets better, though. See, this is what I love this. This is why I love the story. So okay, so as we've said, Novo would much rather wants to obtain met Sarah and Shore up its own position. But if it can't obtain macera, it's best bet is nobody else does. Because if Pfizer has it, it's going to be able to compete much better than right. Yeah. Right. So Nova's first choice is to get met Sarah and its second choice is just to keep that Sarah's a standalone company and that's Sidelines exactly. And a couple and, right? And that's why it's taking this, it would, it's willing to take this huge risk on an upfront, cash payment, and nothing more, but that begs the question. Remember, the only reason there's antitrust risk here is because Novo is trying to take control of macera in the second half of the deal. What if met Sarah and Novo? Just skip the second half it. What if instead, they just agreed Nova buys half of met Sarah but non-voting stock only. That would be enough to keep fiser away because it would be very expensive for Pfizer to buy out Nova. And if you didn't have that back, half merger, you don't have Of HSR problem. Remember buying the non-voting stock is fine. The only reason there's an HSR problem is because the non-voting stock is a Prelude to taking over the company. So you might ask well, if novos goal now is just to keep fiser away, why doesn't it just buy the non-voting? Stock outright for a big cash payment, right? It keeps Pfizer away and it's not an HSR. If there's no merger contemplated, it's not an HSR transaction. So the question is, why don't they just do that? There is an answer. The merger agreement met? Sarah can only terminate for a superior deal and a superior deal. Has a very specific definition. Someone acquiring 50% of the voting stock or 50% of the actual assets of the company. It doesn't include someone getting 50% non-voting interest. So I think Pfizer's Theory and they're sort of A little bit dancing around it, but their Theory I think is that novos entire plan was just to make this up front, cash payment. Essentially as a bribe, they call it a bride to met Sarah to get their complaint. Yeah, they actually, they call it, they call it a bride to met Sarah to get a determinate. The Pfizer deal, with no intention of consummating, the back, half the back half is only part of the deal at all to bring this transaction within the definition of a superior offer so that Sarah can use it as an excuse to terminate. Wow. Okay that's argument. All right so and this the procedurally, this kind of got a couple of steps in front of Chancellor Chancellor's or anything. Yeah, it was before Vice chancellors there and they had two different hearings where Pfizer was asking for TRL, a temporary, restraining order to get because a Zurn to Halt the bidding and halt materials threatened to terminate, but she refused both times. She refused to Halt the bidding she said, partially, like the last thing at Delaware courts going to do is interrupt an active bidding contest for the stock. Remember, Sarah can only turn to etc, etc. And she said that Pfizer hadn't shown bad face. so, and and she also said, Any problems if there's if I was right. And there was a bad faith and this wasn't good faith and met Sarah breached, the merger agreement, then we can But in the appropriate time, you don't need to interrupt the active bidding right now. So five. Are sort of forced into. This year and till it got up to Pfizer, bidding 6550 cash up front 2065 for the CVR. So just much more than the original. So it was it was clearly A superior bit in every respect including but not only the antitrust risk, right? Economic the economics, were a lot better than what the economics. Got a lot better from it, serious holders but and Nova sort of Let it go there but apparently that's not the reason it ended. What actually happened was that the FTC intervened during the shutdown it intervened with a letter and then a phone call to me. Sarah basically saying no seriously this two parts structure with the cash up front and the back end merger in. This is really. Yeah. Right. We're gonna we're gonna really Look at this. Really careful. Exactly. And you're in the indemnification that you just provided everyone, you're gonna have to pay a lot to be illegal because it might, it's, it may not be possible to indemnify for illegal conduct. So FTC basically gives them a Stern talking to and it's Sarah, says all right, give it that we give up. Nobody gives up and they take this higher offer but we have to suspect you know there's been a lot of reporting that Pfizer CEO has been seriously cultivating, the Trump Administration. Yes. And that that may be YFC intervene not because they're wrong about whether it's illegal. But this is a, during a government shutdown like this, you know, FTC wouldn't have given say early, termination of the HSR waiting period, but during this so Know, we don't know whether the reason FTC intervene was because of Pfizer's relationship with Trump or what. But this FTC letter puts things back to the start by saying, no, seriously. You can't structure the deal with Novo this way, right? This is gonna be a problem, but yeah, but I'm going like I mean, it's not like I feel really bad for Pfizer, but right, I mean, I feel great for meds error shareholders, it's great for Ms. Irish here holders, mostly these VC backers, but right, she refused to hold the bidding partially because she believed, well, I can always fix it later. We could do with it later in terms of Damages or whatever. But I think that kind of ignores the fact that when she refused to Grant a temporary restraining order, Pfizer was kind of forced to counter bib, like it did, like it didn't have a whole lot of choices to not counter-bid, but the merger agreement was supposed to mean that it didn't have to counter bid. So it was kind of forced to counter bid very possibly even though it had contractual rights. So its contractual rights kind of fell by the wayside and as expressed in their this original Mercury agreement, that fights are thought was just trying to deliver it was completely locked up tight and the butt. So nonetheless it was kind of forced to bid higher even though I mean I think There's a good argument that miss her really was breaching the agreement and Pfizer should not have been forced to bid. Hired to raise. Its, although, and so. it's really where things and one little thing. many years ago in the 80s, many years ago maybe but there was a situation where Pennzoil was going to buy an oil company, oh my God, and Texaco into interfered with the bid and Pennzoil, Sue, Texaco for tortious interference and one like a 10 billion dollar judgment. That was that was that was the by far, the I mean, by magnitudes the largest such judgment ever at right. It would never happen. Again, it was very Texas, it was a Texas jury, none of that's going on in Delaware. Nonetheless Pfizer does have this outstanding claim for tortious interference with? No, I dropped the claim, but it would be really funny and I Personally, very pleased, they can continue to let it go. Sure, maybe maybe the damage is there are just would be, we should never have been forced into this posture, right? You know, and you lose that or you have to settle that. Yeah, it would be hilarious. But I I rather suspect they're going to drop it but if they didn't, it would it would, please me. Personally, I think that should weigh very heavily on their mind. He said they know that these two podcasters wanted to see what happens with the with the federal court map. Oh wow. All right. So what we have here now is that Pfizer is going to be buying met Sarah. Do they say when they should close? Yeah. Oh scheduled for November 13th. So this is gonna close like this month. Yeah. All right. So maybe freeze will be back in the back in the glp. One business. Exactly. We'll start to see what happens. Well, this is really Nation over the CVR so that'll be fun too. Oh, like over usually is over here. If they, if they earn out earn out or not litigation is going to be what's left. Right. I think that's what's gonna happen. All right, usually does. Well this is great. Hopefully all the law students that right here listening to this will take something away from this too. So let's let's wrap up and move on to other subjects like in the coming weeks Cheryl they're Primacy hosted by lifting and me Mike Levin. I'm an independent activist investor and advisor to investors about their activist situations and is Professor of law and the Lawrence W demuth, chair of Business Law, at University of Colorado, law school. You can find me Mike at the Active. Investor.com and Anne at law dot Colorado, DOT edu. Our podcast is produced and distributed by our good friends. At freefloat media, thanks for listening. We will talk again soon. You.