Remember when 23andMe Holding Co. ($ME) and 11 affiliates (collectively, the âdebtorsâ) held an auction for their assets and chose Regeneron Pharmaceuticals, Inc. ($REGN)âs $256mm offer as the winning bid?
Former CEO and 49% shareholder Anne Wojcicki had a thought about it.
On May 27, 2025, Ms. Wojcicki, her non-profit TTAM Research Institute (âTTAMâ), and related parties filed a preliminary objection to the proposed sale on the basis the process wasnât fair and transparent, and REGNâs bid didnât maximize value.* Specifically, TTAM alleged, after REGN submitted its $256mm auction bid, that the debtors told TTAM that it couldnât bid higher than $250mm absent further evidence of financing, even though (i) theyâd previously agreed to capping TTAMâs bid at $280mm, (ii) TTAM had already submitted evidence it could bid higher, (iii) it wanted to bid higher, and (iv) $250mm is obviously less than $256mm.
TTAM requested an auction adjournment â a request REGN had previously made and received â so the debtorsâ special committee could â... properly evaluate âŠâ TTAMâs creds, but the debtors denied it.
If youâre wondering why, the debtors tell us in their response:
âAt the end of the second day of the Auction, on May 15, TTAM had submitted the then- leading bid of $146 million. Regeneron requested, and the Debtors granted, an adjournment to the following day. In granting that adjournment, the Debtors made clear on the record at the Auction that no further adjournments would be granted to any party.â
A curious decision if youâre trying to adhere to a core function of the bankruptcy process: the maximization of value, đ€. Anyway, the debtors go on:
âLater on May 16, when bidding exceeded the limit that the Debtors had established, TTAM requestedâand the Debtors grantedâa brief adjournment to permit TTAM to provide additional information as to its financial wherewithal. The Debtors granted TTAMâs requested adjournments over Regeneronâs objection on the record, despite previously warning both bidders the prior day that no further adjournments would be granted.â
And hereâs the kicker ⊠and actual reason:
âRegeneronâs advisors and principals communicated to the Debtorsâ advisors around the same time that Regeneron would cease participating in the Auction if further adjournments were granted.â
But, like, why? Why care? REGN had already submitted an irrevocable $256mm bid. Let âem whine and âwalk away.â If TTAM didnât top, weâd bet our last bottom dollar REGN would be there. But we digress and, in any event, REGN bullied debtorsâ counsel Paul, Weiss, Rifkind, Wharton & Garrison LLP (âPaul Weissâ)(a lot of that going around, đ), the debtors got scared cared, and the auction abruptly stopped.
The bidding, however, did not. The next day, May 17, 2025, TTAM submitted a revised offer to the debtors, which they ignored, so a couple of days later, TTAM fired off a then-off-docket letter to the court, which got their attention. Over the next few days, TTAM and the debtors talked and TTAM tweaked its offer further to address their concerns, including liquidating a sh*tload of publicly-traded securities to have cash in hand â enough for a $250mm good-faith deposit(!) â which all culminated in TTAMâs latest and greatest on May 21, 2025.**
Would you like to know the new headline purchase price? Too bad, itâs under seal. Confidential information and whatnot.
LOL âŠ
It was under seal, but at a June 4, 2025 hearing covering all of the shenanigans and an emergency motion filed by the debtors to establish procedures for âbest and finalâ proposals, Paul Weissâs partner inadvertently spilled the beans:
âWe're proceeding forward today on the basis that TTAM has presented a fully financed binding offer to the debtors for consideration of $305 million.â
Hereâs a live shot of TTAM upon hearing its bid amount inadvertently stated by Paul Weiss in open court:
