Navidea rejects ProPhase Labs offer to acquire certain Navidea assets

ProPhase Labs (PRPH) announced that it recently made an unsolicited offer to acquire certain assets from NYSE American listed Navidea Biopharmaceuticals (NAVB) and that the offer was rejected by Navidea. On June 8, 2023, ProPhase submitted to Navidea a written, non-binding offer to purchase a portion of the assets of Navidea. Prophase offered a purchase price of either: $7 million, if paid in cash, or alternatively, $9.1 million, if paid in shares of common stock, par value $0.0005 per share, of ProPhase. ProPhase advised Navidea that it would be amenable to a purchase price paid in a combination of cash and ProPhase Stock. The cash offer was equivalent to over two times the then-current market cap of Navidea or almost three times the current market capitalization of Navidea in ProPhase Stock. Furthermore, the offer would have left Navidea with other assets of Navidea such as the current and future milestone payments, the majority of the therapeutic assets, the cardiovascular products, and any territories Lymphoseek assets are already committed to. On June 16, 2023, Navidea informed ProPhase that the board of directors of Navidea flatly rejected the offer. Navidea did not make a counteroffer and did not seek to engage in any further discussions with Prophase. ProPhase made this offer because ProPhase believes that it has the infrastructure, platform, distribution and capital needed to successfully develop the targeted Navidea assets. ProPhase included the opportunity for Navidea to take some or all of the transaction value in ProPhase Stock, so that Navidea could share in the upside from the development of the Navidea assets by ProPhase, as well as participate in the upside from ProPhase’s already-successful lines of business.