why i'm voting against the avx merger

I'm a fairly new shareholder to PGL – paid an average price of 78c for my holding. I bought with the specific intention of selling my entire holding into a $1.10 buyback.

However, even if I was a long term PGL holder, I would still vote against the AVX merger for the following reasons:

(1) The AVX merger is very high risk. If AVX can't do a deal with big pharma over the next 12 months or so (before PGL's cash runs out), then it is basically all over for the merged entity. At best, the chance of AVX doing a deal with big pharma over the next 12 months is 50%. So, as I see things, the proposed AVX merger carries with it a 50% probability of cashless administration over the next 12-14 months (= shareholders losing 100% of their capital). This enormous risk does not presently exist, and would not exist with the CYT alternative.

(2) If the AVX merger succeeds, the SP will, in any event, plummet immediately because all the substantial holders want out. To clear the large overhang, the SP would probably need to fall to around 20c.

(3) There is something very fishy about AVX. For over 12 months, they have been indicating to the market that, on the basis of their phase IIb results, a deal with big pharma was immanent (they kept saying "we are in active discussions"), yet nothing ever eventuated. Were they ever close to signing? And if so, did big pharma withdraw during due diligence? If big pharma sees potential in a drug, it typically likes to sign early. So at the very least, the fact that nobody has wanted to partner ATC so far means that there are some doubts (commercial??) with drug.

(4) Dr Chick (the CEO of AVX) will get paid a $250k cash bonus, plus $500k+ worth of shares/options if the merger proceeds. If he thought a deal with big pharma was immanent (as he keeps saying), you'd think he'd want to align his incentives with doing that deal. Why are his incentives aligned with the merger, and not with signing a deal with big pharma?? (Aren't mergers/capital raisings etc considered part of the normal activities of a biotech CEO?). Would the proposed new board/executive management team use PGL's cash to quickly enrich themselves with absurd bonuses etc over the next 12 months before the cash runs out?

One final note:
The recent CYT release states that shareholders who wish to vote against the merger, and who can't attend the meeting, should nominate Andrew Macdonald (CYT's CEO) as your proxy. As I understand this statement, if you vote against the merger, but don't nominate Andrew Macdonald as your proxy, the existing chairman of PGL could potentially still use your vote to try and complicate the CYT merger.