Some breathing room for A.P. Pharma…

A.P. Pharma, of Redwood City, dislosed that it raised $37.5 million back in June through private placement of stock. That should give it time to complete trials of a drug for ”the prevention of chemotherapy-induced nausea and vomiting.”

The extra dough will also apparently be enough to keep the pharmaceutical company from being delisted by Nasdaq.

Merger Monday

Time to say goodbye to a two more public companies in the Valley.

FoxHollow Technologies, a medical-device maker in Redwood City, said it accepted a deal worth $780 million in cash and stock to be acquired by ev3 of Plymouth, Minn. Check out our brief story here.

According to a 425 filing in connection with the merger, CEO John Simpson and Merck & Co., the big pharmaceutical and FoxHollow investor, together own 31.7 percent of the copmany’s stock. That puts their share of the take at $247 million.

Interestingly, shareholders have a choice. They can either receive 1.45 shares of ev3 common stock and $2.75 in cash; or they can opt to take all cash at $25.92 per share, or all stock with 1.62 shares of ev3 common stock.

Wonder which one Simpson is taking?

Update: Mike Ennen, a FoxHollow spokesmen, wrote back to say that Simpson holds 25 percent of the shares, worth about $195 million. Also, Ennen wrote in an e-mail:

He has told the company that he is likely to elect all stock as an indication of his belief in our prospects as a combined company.

Meanwhile, Hewlett Packard said it’s buying Opsware, the Sunnyvale company for $1.6 billion. Nice score for the man who started the company, Marc Andreessen. Actually, that may be a better exit thatn his last start-up: Netscape. Read the Merc’s story here.

At last count, Andreessen held 9,691,680 shares. At $14.25 per share, that works out to $138,106,440.

I’ll dig through the filings for more info, but for now, you can also get the details from Marc Andreessen’s blog.

Also, let’s no forget that Hollywood big shot Michael Ovitz, once one of the biggest agents in movietown and former number 2 at Disney, was a board member and investor. He held 1.17 million shares as of late May, now worth a nice $16.67 million. No doubt, he needed the money.

Another stay of execution…

…er, delisting.

Maxim Integrated Products, the Sunnyvale chip maker, convinced a Nasdaq panel to review a previous delisting decision and stay an order to delist. The 8-K filed on Wednesday didn’t way when a decision is expected.

Meanwhile, Maxim is still trying to sort out its own possible options backdating issues so it can file delinquent earnings reports.

Rambus gets a reprieve…

Rambus became the latest company to get a second chance from the overlords of Nasdaq. In a filing Tuesday, Rambus said Nasdaq agreed to stay a previous decision to delist its stock price. That should give Rambus more time to get its delinquent earnings report filed to the SEC. Of course, there’s still no telling when that will happen.

Goodbye, Agile Software

Oracle completed its deal to acquire Agile Software on Monday. Shareholders of the San Jose company approved the deal on Friday. Oracle will pay $495 million in cash, valuing Agile at $8.10 per share. On Monday, Agile filed to be delisted from Nasdaq.

For Agile, it’s a rather humble end to a once sizzling company. Agile went public in late 1999, and its stock rocketed past $100 per share. But the company could never quite right itself after the bust, though its stock briefly topped $12 per share in late 2003.

According to several securities filings, back in Spring 2005, the company started thinking about its “strategic options.” It brought in an investment bank to look at either selling the company or buying other targets. Talks with one potential buyer fell through in Spring 2006. Then things got ugly:

On July 17, 2006, we announced that we would be unable to file our annual report on Form 10-K for the year ended April 30, 2006, as a result of a review of our financial statements and internal controls with respect to our Taiwan sales operations, which review had not been completed at that time. On October 26, 2006, we announced that we had concluded that we needed to restate certain annual and interim financial statements for our fiscal year 2000 and later periods as a result of our review of our historic stock option grant practices.

Agile hired Citigroup in September 2006. But things still moved slow. The company drew up a list of 15 possible suitors, including companies and private equity firms. They contacted 8, but soon ruled out private equity firms, thinking other companies would pay more, according to a Defm-14a securities filing it made on June 7.

Oracle first talked to Agile in December 2006, and said it might offer $8.60 per share. But after entering negotiations, Oracle backed out, citing concerns that Agile might not be able to get its filing up to date. Agile began negotiating with another company, unnamed, that was offering $9.00 per share. But in late March, that company pulled out after doing some due dilligence and finding some things it didn’t like, according to the Defm-14a.

In late April, Oracle came back to the table, offering $8.10. Talks began that led to the announcement of a deal on May 15.

If there’s a happy ending in all of this for anyone, it’s for co-founder Bryan D. Stolle. He  served a chairman of the board since the company’s inception in 1995. He was also president until 2002 and chief executive until April 30, 2006.

Stolle still beneficially owned 1.15 million shares when the deal closed, which would be worth $9,331,953.30. That should soften the blow, a bit, and add nicely to the $25 million worth of stock he sold since 1999.

Considering Agile’s history, one that was hardly illustrious, it still managed to stay afloat long enough for insiders to sell a total of $178.7 million worth of stock.

Delisting Watch

Trident Microsystems just found out that the executioner has stayed its hand.

 The Santa Clara maker of digital TV technology got a reprieve on Monday when Nasdaq extended the deadline for being delisted. Trident was scheduled to be suspended today. Instead, the company will get additional time, though the filing doesn’t say how much.

 Trident has been facing delisting since last October, when Nasdaq issued its first warning after the company failed to file its annual report. The company is just one of many in Silicon Valley still trying to sort out its options backdating issues.

Goodbye, Castelle

Here’s the latest chapter in the tale of the Incredible Shrinking Valley, where the number of public companies continues to dwindle.

Add Castelle, of Morgan Hill, to the list of dearly departed public companies in Silicon Valley. The company has officially been delisted as of Wednesday, according a securities filing today. Though unlike many others, this at least at a somewhat happy ending. On April 26, Captaris of Bellvue, WA announced it was spend $18.2 million to acquire Castelle, which had about $7.4 million on its balance sheet.

Castelle, which describes itself as “network fax solution,” only generated $10.6 million profit in 2006, but did manage to turn a profit of $.7 million.

Delisting Watch, part II

Talk about your dilemmas. Here’s the choice facing the folks at at Tvia, the fabless semiconductor company based in Santa Clara:

Spend several hundred thousand dollars to fight a delisting notice from Nasdaq or spend that money on producing a new product.

The company received a delisting notice back in February and got an extention through July. But in the meantime, the company, whose stock has been trading below the $1 threshold for most of this year,  looked at what it would cost to fight to keep its stock listed.

So what did it decide? In an 8-K filed today, the company said it chose delisting:

The letter informed NASDAQ that the Company’s Board of Directors has determined that it would be too costly to bring Tvia into compliance with NASDAQ’s continuing listing requirements, that attempting such an expenditure could jeopardize the Company’s ability to continue in operations, and that the Company’s Board of Directors has, therefore, decided not to invest the additional resources required to attempt to continue its NASDAQ listing.

Tvia managed to squeak out its IPO in mid-2000, before the door slammed shut. It got close to $20 per share at one point, but has traded under $5 per share since January 2001.

The stock closed at 24 cents per share today. Wednesday will be its last day of trading before its delisted on Thursday.

Delisting Watch

Maxim Integrated Products of Sunnyvale became the latest Valley company to find its stock listing on the endangered species list. The signal processing company is one of many caught up in the options backdating scandals. As such, it’s behind on filing several earnings reports and hasn’t been able to schedule an annual meeting of shareholders.

Nasdaq cited the latter in a letter dated July 3 as reason that it’s considering delisting Maxim’s stock (MXIM). In a 8-K filing on Tuesday, Maxim said it has filed an appeal, asking Nasdaq to delay any delisting and give it time to get its books in orders.

 Earlier this year, an internal probe at Maxim revealed that the company had engaged in the practice of backdating options.

 This turmoil doesn’t seem to bother shareholders. Maxim’s stock is up 13 percent since May 24. The stock was down 27 cents to $33.94 in mid-day trading Tuesday.