Xenith IP and IPH snipe across the barricades; QIP sits it out…


Well action aplenty in the QIP/XIP/IPH bizarre love triangle…but first a bit of personal news…

Last week I attended a course entitled VC Catalyst as the Wade Institute.  It was a heads up into the world of venture capitalism and what’s required for setting up a fund in that space.  Intense and very worthwhile if you, like me, are interested in investing in early stage life sciences companies…check the course out if that sort of thing appeals…I recommend it.

Not personal enough for you?  Bad luck.  I’m no B grade celebrity.

Back to the world of corporate patent attorneys.

Well following IPH’s “shock” announcement on 12 March that they were proposing to acquire XIP (see Patent Busting’s previous post), XIP came out punching.  On 19 March, in an announcement entitled “Xenith Board responds to IPH’s unsolicited (and no doubt unwelcome) proposal”, see here, XIP set out their reasons why the IPH proposal was not a Superior Offer to the QIP/XIP merger of equals.

Let’s not get into the weeds on this response, however, one interesting point was that the proposal may not be enough to convince Xenith’s employee shareholders, who together hold 40% of XIP.  The employee shareholders are mainly the former partners of Shelston IP, Watermark and Griffith Hack.

What would be enough to convince the employee shareholders was not made clear.

Not to be outdone, IPH responded to this announcement on 20 March with a letter to Xenith IP shareholders.  No doubt outraged by the misinformation they believed had been set out in the XIP announcement, and inspired by how to vote cards, IPH not only set out all the benefits of their proposal but they also included a sample proxy form for the XIP shareholder meeting.  The proxy form includes a pre-checked “Against” box so that XIP shareholders could unthinkingly vote against the “merger of equals” and prepare themselves to vote “For” the IPH takeover.

And then, on 21 March, the ACCC chimed in and announced that it would not oppose the proposed “merger of equals”.  See XIP’s announcement here.  Super excited, XIP’s chair stated, and I quote:

“The ACCC’s decision represents an important milestone in de-risking implementation of the proposed merger.  The Board is committed to maximising shareholder value and, as such, in the absence of a Superior Proposal, it continues to support the proposed merger with QANTM.”

It sounds better when rapped.

The announcement also stated:

Xenith’s Board urges its shareholders to disregard IPH’s pre-filled proxy form (which contains errors)…

Errors!  What errors?  Who can say?  XIP’s board certainly haven’t identified these glaringly obvious errors.  Perhaps ticking the “Against” box is seen as error??  In any case, with one phrase, the Board of XIP have show how fast and loose IPH have been in putting together their shoddy documentation.

And that’s kept you all up to date on the top and fro between the participants in our peculiarly Australian love triangle.  Xenith’s shareholder meeting to vote on the “merger of equals” is coming up on 3 April.

Until then!

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