The convertible security issued by MNOV would allow each AVGN stockholder at their election to either (i) convert each
share of the convertible security into MNOV at a conversion price of $ 4.00 per share or (ii) have the convertible security redeemed for cash in an amount per share that represents the Net Cash Assets per share of AVGN.
Put differently, under your proposal, because of the high conversion
price of the convertible security, MediciNova stockholders prior to the transaction capture much of the future value from AV411 and Genzyme rather than existing Avigen stockholders.
Given the short time frame
of the convertible security (one year from close) and the high premium, the option value of the convertible security is only a few cents per Avigen share based on traditional Black - Scholes valuation methodology.