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23andMe has been in a deadlock for a while.

- The CEO is effectively the control owner of the company, having 49% of the voting right. She has been trying to take the company private for some time.

- Last August, she proposed to buy all the outstanding shares at $8 per share. The board rejected. She installed a new board, and submitted her proposal again at $2.53 per share. The board rejected. She tried it a third time at $0.4 per share this month, and the board rejected.

- Meanwhile 23andMe was losing $50M every quarter.

So, unable to resolve the issue, the board choosed to enter into the bankruptcy process. I hope this relieves 23andMe from the corporate governance nightmare.




So rather than $8 a share they get zero? Sounds like the board was the one that messed things up.


> So rather than $8 a share they get zero? Sounds like the board was the one that messed things up.

The share was trading at $8-$9 at the time.

The primary reason why the board has been rejecting the offer is that the CEO kept proposing discount prices to the market rate.


By the sounds of it, the board is about to find out what the market rate really is.


We're living in a time when it might well be worth the cost to stand up to a bully.


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How is the prior comment political? In this case, the CEO/49% owner is being referred to as the bully?


I wonder what would make the mention of a bully feel political these days...I really can't figure it out. As far as I can tell no such person could possibly fit this description so well that it would provoke such a defensive response.


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What term would you use?


I feel like you're projecting a bit, frankly.

The statement was fine and not political. Inferring otherwise is an odd thing to defend.


They weren't. They were commenting on the "bully" term.


Took me 24 hours of cogitating on this — when someone says "bully" you think "Trump"?

And here I am thinking that we are in a period of Capitalism frought with fraud, monopolies, cronyism, vulture capitalism....

(Maybe "dickish" is the word I should have used. But, I suppose we're back to politics again — hmmm... maybe there's just something in the air as we round the first quarter of the 21st Century.)


I mean if it was trading at $8/share isn't the market rate $8/share?


Kinda, but it's complicated. The share price is the number that people will buy and sell as many shares are as actually getting traded, but once you get to significant fractions of the whole company, the marginal cost of the next share can diverge wildly — if one party is trying to get all of them, that may drive up the price a bit, and for any given fraction of ownership there's always someone who sees the share price go up and thinks "hey, I can get even more profit if I hold on for a bit longer!"


Liquidity matters


This. The same thing is happening with Tesla stock. Since it's such a bit part of the S&P500, so half of retail investors buy it in their basket of portfolios and 401ks at trades at 10x it's worth on paper by looking at fundamentals.


That reasoning would lead to concluding all the businesses in SP500 are traded at 10x their worth on paper. Or at least all the ones with market caps greater than Tesla.

Edit, since I hit posting limit.

To pooper:

> Since it's such a big part of the S&P500

The conclusion is based on that premise, so any other business that satisfies that premise should also lead to the same conclusion.

To llm:

> I think their point is that businesses at the top of the S&P500 are traded at sentiment and momentum based values that are pretty disconnected from a logical P/E

I have read the same about other businesses many times. There is nothing logical about only using P/E as a factor in determining price (or “worth”). No one knows the future, so even a price derived from an arbitrary standard of P/E is a “sentiment and momentum based” value.


I think their point is that businesses at the top of the S&P500 are traded at sentiment and momentum based values that are pretty disconnected from a logical P/E, which is valid enough. The multiple happens to be 10x in Tesla's case, it's not 10x for all of them (in the case of Saudi Aramco it's probably less than 1x), but it's much less of an informed valuation than the sheer volume of trading would make you think.


Index adda pop and deletes drop in price.

So index membership does change the stock multiple (but not by 10x).

Also, Tesla is an idiosyncratic stock with very high volatility and very high retail participation. Things can be true of Tedla stock which do not have to be true of the median stock.


Can you please elaborate on this? I am unable to follow the logic here.


I'm claiming this based on fundamental analysis of Tesla's sales/net profits/ROIIC and other metrics, which I take from their 13F fillings (AKA quarterly earning reports) compared to other car manufacturers.

Some stocks are overpriced, and others are undervalued. The inclusion in the S&P500 alone is just 1 of the factors.

In my opinion, Apple and NVIDIA are significantly undervalued based on their fundamentals, even though they make up a gigantic % of the SPX.


I understand, and I’m claiming there is no one logical or fundamental way to derive a price.

It could be logical to ascribe some value to a business’s leader having access to a US president known to be “open for business”? And we know a big tax bill is likely to be passed by year’s end.

Perhaps that will lead to good fortunes for Tesla shareholders. Or maybe not.


You can derive the "true price" with a certain probability. Of course, unexpected things can happen, like Musk being assassinated, but the stock market is not completely unpredictable.

And the thing is, I don't have to be right about Tesla because I'm not making a single bet on that company. I'm making hundreds of bets using my methodology, and it's enough that I'm right 50-something% of the time (or even less than 50%, if we're talking Options trading).

That's what the whole stock market game is about. Hence, some investment companies, like Berkshire Hathaway, consistently make more than others over the long term.


haven’t had my coffee yet but I assume you meant “big” rather than “bit”


yup, i haven't had my coffee yet when I was writing it either :)


LOL, serious question. Is coffee to writing really a thing? It sounds a bit weird to me, but maybe it's shorthand? :)


It's that we open Hacker News right after we wake up and post comments before our brains are in full power, hence the mistakes. Coffee is not a necessity, but most people drink it. I believe it's not exactly about caffeine but letting the brain 30 minutes or so to "wake up" to stop making mistakes. At least, that's how it works in my case.


Aha, thanks very much for the detailed explanation. Absolutely makes sense.


It takes some time to complete the process, so the price is usually based on the likely future value. For companies increasing in value, the offer is usually higher than the current price, and for campanies decreasing in value, it's usually lower.

Also, corrections aren't instant, so if the change of value was for something that had already happened, not something currently happening, the offer will reflect the expected price that the shares would settle at.


When the tide goes out you can tell who is skinny dipping.

(apologies for the below crude metaphor.. but...)

I am 1.80. You can kick me in the nuts and I will fold, but I will still be 1.80 a few minutes later.

Let's see after the kick in the nuts if the price will still be $8.

When there is blood in the water the sharks start circling. And some sharks 'short'. And I know little about their operations of 23andMe, but I understand the _value_ of their data!!!!! So they may be sitting on a pile of Latinum and not be able to fully monetize it (sell it to every pharma/insurance/etc.) company on the planet.


It sounds like the discounted prices were quite justified?


If they declare bankruptcy, then the creditors get first pick over assets. Several board members might be creditors.


This right here... finance 101


Not zero; In all bankruptcies, the shareholders get whatever is left over after liquidating all company assets and paying back all creditors.

In most high-profile bankruptcies, there aren't enough assets to even finish paying creditors, yet alone creditors. However, this is a voluntary Bankruptcy, so there might actually be assets left over to pay out to shareholders.


Which is still gonna be significantly worse than the $8/share offered.

If the value of assets after paying off debtors is > $8/share, then that’s the easiest arbitrage opportunity considering it’s currently trading at $1.80.

Just buy the whole thing for $3/share (an irrefutable premium of 67%), shut down operations entirely, pay off the creditors, and pocket the net assets of > $8/share and more than double your money almost instantly.

If the claim is the CEO ran it into the ground then the board messed up even worse by not replacing the CEO.


For this reason I’ve never heard of a stock which is selling at less than assets minus debts for very long. It’s an easy hostile takeover + fire sale situation.

So I’m doubting that is what is really happening here?


It does happen for many reasons and not uncommon, uncertainty and risk is typically why.

There isn’t one single value, value derived ( let alone perceived) is subjective

In this case, The stock is worth more(or less) to the 49% shareholder than others who are may value the founder holding defacto controlling stake negatively, thus discount the stock less than its book value .

This is also why sometimes same class of shares held by different people get priced (i.e. valued) differently in a single deal. Recently the paramount one is a good example .

Another famous example Yahoo was valued negatively for a long time before its sale to Verizon, I.e. its market cap was less than the value of its alibaba holdings .

One off events like county cases , drug trials likelyhood of a merger approval from regulators are hard to price accurately and can skew.


FWIW, it's very common for stocks listed in the Hong Kong stock exchange to have its share price below assets minus debts..


Weird - any idea why?


People think the property market in Hong Kong and China is going to collapse. And much of the asset price can be attributed to real estate.


> If the claim is the CEO ran it into the ground then the board messed up even worse by not replacing the CEO.

Can the board replace the CEO if the CEO has 49% of voting rights?


The answer is yes and no. Yes the board can replace the CEO, but then the 49% owner can almost certainly replace the board


The answer is no. She pushed out the first board, but the second hand-picked board still wasn't having it with these lowball offers. This is a shitshow


I assume the value of the remaining assets are worth more than $8/share and she was trying to get them for a discount.


Shares are only worth what somebody wants to pay for them. Selling a ton of shares also often devalues them. Since the company was losing money, it was clear that the shares would drop.


Bloomberg's Matt Levine on the 23andMe situation:

https://archive.is/zXqnB


Yeah but he mostly analyzes his he relationship between the board and the ceo. Of course 8 usd was not so good at the time, but the stock was falling rapidly and everybody shorted the shit out of the company, even if the ceo would’ve sold its shares under no circumstances would they have gotten over 10 usd besides that the stock was higher


That's not true, shares are a share of the companies assets and future dividends.

There are "scavengers" out there who buy a company if its assets are worth more than the market cap, close down the company or otherwise spin out the assets, and thus earn more than they paid for the shares.


> That's not true, shares are a share of the companies assets and future dividends.

Possibly true 20 or 30 years ago, but now shares are speculative assets, their worth determined by what the market thinks they might be bought for by a greater fool.


Only for companies who are profitable or might be profitable in the future.

If the company has no chance at future profit, it becomes a simple share of assets. There are plenty of companies with assets only and no revenue or employees.


There are tons of examples of unprofitable companies, with no visible prospect of ever becoming profitable, trading at increasingly-higher values. Every tech bubble has their share of these.


yeah but 23andme was already falling when she wanted to buy the shares. It was overvalued and people already lost trust at the site.


Are assets not also worth "what somebody wants to pay for them"?


If that’s the case then the likelihood of the remaining net assets being worth more than $8/share are even lower.


I can’t 100% say you are wrong but I can 99% say you are wrong.


What does $8/share value the company at?


board probably thinks the assets remaining after the bankruptcy pays off the creditors is more than the $8/share?


Just because your batna is shit doesn’t mean you should sign everything.


Wouldn't be surprised if Wojcicki faces a class action suit over fiduciary responsibility.


No point in doing this. Just enriches the lawyers. Then Wojicki just flees the country and skirts any responsibility.


Interpol warrant or similar is a powerful career and life crapper, most people prefer avoiding that and triple that for CEOs and their comfy global lifestyles.


Couldn't she just buy 2% of the company at the market price?


It might not be possible if there are tagalong/dragalong agreements. And from the perspective of a shareholder, the shares might become a bit of a riskier proposition if you allow her to control the company, vs the current status quo.


Yes but she will still have to abide by the covenants.

And those might include things preventing majority owner from buying everything at $0.01 per share.


Wait, if they declare bankruptcy can’t they be bought at a fire sale by this CEO’s friends finally?


No need for the friends to be involved -- she resigned prior the the bankruptcy filing so she can participate in the bidding process personally


Yes. And that often happens.


There's a conflict of interest for a CEO to take the company private. They have a incentive to lower the share price as much as possible so they can purchase shares. Looking at you, Dell.


This was a handpicked board too. She could've veered harder into picking cronies.




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