Glossary of Hostile Takeover Terms with Discussion

Discussion in 'Allergan' started by Shoham, Jun 13, 2014 at 2:08 AM.

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  1. #481 Anonymous, Apr 5, 2015 at 10:16 AM
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    Don't believe anything Saunders says. To put it simply...he is a big, fat liar.
     
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  2. #482 Anonymous, Apr 5, 2015 at 10:49 AM
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    Poster #481 Spot on about Saunders.

    Allergan R and D for Med chem had at one time around 55 chemists and they are left with 8 including process chem (3 people, who deal with contracts and contract labs. ie, no synthesis).
    So essentially you got 8 people trying to do the work that 55 did. Never going to be productive there. Activis left a token R and D group to say, "see we will still do discovery R and D." Irvine in 2 yrs max will have nothing left and most likely Botox will be moved to Jersey. At least the affected people got the severence. Anyone left will get nothing. Hurry Pfizer- buy the whole shootin' match.
     
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  3. #483 Anonymous, Apr 7, 2015 at 1:19 PM
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    Dan,
    Does Bill Ackman own any shares of Actavis now or did he liquidate his shares into Valeant? It was reported that "Bill Ackman got $3.4b cash from Allergan's merge w/ Actavis plus 9.8m ACT shares. He used ~$3.8b to buy valeant shares at ~$200 on 3/17. Valeant is now his #1 stock."

    How much control or influence does he have in the new "Allergan"?
     
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  4. #484 Anonymous, Apr 7, 2015 at 4:14 PM
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    OK, given. But what does this say about Pyott? He was vouching for BS.
     
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  5. #485 Anonymous, Apr 9, 2015 at 12:42 PM
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  6. #486 Anonymous, Apr 10, 2015 at 5:30 PM
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    I'm curious what Dan's thoughts are on the dropped lawsuit?
     
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  7. #487 Anonymous, Apr 11, 2015 at 7:38 AM
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    Everyone's thoughts are the same - Ackman and Pearson come out as winners and can't believe we fell for the propoganda!
     
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  8. #488 Anonymous, Apr 25, 2015 at 2:46 AM
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    But the class action shareholder lawsuits continue, including some large state pension funds that believe they were cheated by Ackman and Pearson. This will grind away for years, and Ackman and Pearson will still have to pay their lawyers to defend them from the class action.
     
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  9. #489 Anonymous, Apr 25, 2015 at 10:38 AM
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    Is it ironic that Teva made a bid for Mylan on exactly a year from when Valeant did so for Allergan--April 21!
     
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  10. #490 Shoham, Oct 4, 2015 at 9:44 PM
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    Hey everyone,

    It's been a while.

    Anyway, there is a front page New York Times story today that really beats up on Valeant and indirectly blames their practices for the overall industry stock price drops in September.

    The gist of the story is that Valeant buys companies with existing drugs, including life-saving drugs, and immediately hugely raises their prices -- sometimes tenfold or more. This has attracted the attention of Washington (Clinton, specifically) and created a threat of some form of price control -- to the detriment of the entire industry.


    http://www.nytimes.com/2015/10/05/business/valeants-drug-price-strategy-enriches-it-but-infuriates-patients-and-lawmakers.html?hp&action=click&pgtype=Homepage&module=first-column-region&region=top-news&WT.nav=top-news&_r=0

    Dan.
     
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  11. #491 anonymous, Oct 9, 2015 at 1:23 AM
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    Dan,

    I wanted to get your sense regarding what would be Allergan management thinking now? we just got 40 billion cash injection ( or maybe 30 billion cash ...rest stock from Teva transaction). the balance sheet looks healthy. BS has gone public to say transformational deal is likely.

    I think that will happen sooner rather than later since it may be too risky to hold on to cash for too long. ...Allergan may become a target of takeover itself ( deja vu situation with the original Allergan). Can Allergan announce another deal before Teva closure...would that be possible...legal?
     
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  12. #492 Shoham, Oct 11, 2015 at 8:38 AM
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    Hello again!

    I don't think there is any real risk of Allergan attracting a hostile takeover soon -- cash or no cash. With so many failed hostile takeovers (to include Valeant-Allergan and Pfizer-AZ) in 2014 and not even one success I can think of, I imagine the industry is fatigued and chastised about hostile deals (I don't recall even been one notable attempt in 2015). Also, the old Allergan shareprice was really undervalued (as evidenced by the fact that it was trading for $120 before Valeant came along and was able to fetch $219 some months later after an earnest effort to get the most they can for the company), whereas there are no indications that the new Allergan is likewise. Finally, the new Allergan is such a huge company (even minus the Teva divestiture) that there are only very few others that could contemplate acquiring it (and, at such large size, the success rate of hostile bids, even under the best circumstance, is fairly low).

    My speculation, and it's just a speculation, is that Allergan is on the prowl for acquiring a high-end pharma company (one with solid pipeline and promising products early in their life cycle). The generic business, as reliable as it may have been in generating predictable cashflow, is not exactly what "Growth Pharma" is all about (you can't generate sustainable double-digit growth with mature products).

    Having made the Teva deal before the recent drop in pharma stocks worked well for Allergan. They got pre-drop pricing for the business sold and whoever or whatever they'll buy with the liberated cash, they will be able to acquire at post-drop pricing.

    There is nothing that makes it impossible or illegal to make a new deal before closing the prior deal. Obviously, if the cash from Teva is being used to buy something else, that cash won't arrive before the Teva closing (and there is the ever-present chance that the deal won't close for some reason); so any dependent subsequent deal contract needs to be written cognizant of the timeline and contingency.

    From a practical point of view, acquisition is a lot of work with very high stakes and there are only a small number of people in any company who can do it. If there are still some significant action items before Teva is closed, chances are that the Allergan M&A people would be too busy to seriously work on another project unless there was some urgency to the matter. My guess is that the Teva action items have already wound down and the team is available to work on new projects.

    (To be sure, working on multiple deals simultaneously is not impossible: The old Allergan M&A team was able defend from Valeant and do full due-diligence with both Salix and Actavis, all at the same time; and still did an awe-inspiring good job in all three by outmaneuvering Valeant with Soft Powers, discovering accounting fraud at Salix, and getting Actavis to pay a price no one thought was achievable -- a legendary feat in the annals of M&A -- but that team is now largely gone)

    Dan
     
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  13. #493 anonymous, Oct 12, 2015 at 3:28 PM
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    Dan,

    First of all, thank you for sharing your insights. I am one of the many impacted directly by the whole Allergan-Actavis merger and it certainly helped me understand mergers and acquisitions better.

    How does the sale of Allergan's generics business to Teva impact shareholders?

    Thanks
     
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  14. #494 anonymous, Oct 13, 2015 at 8:59 PM
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  15. #495 anonymous, Oct 15, 2015 at 8:07 AM
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    Here we go again...pfizer and allergan looking at potential merger!!!
     
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  16. #496 anonymous, Oct 15, 2015 at 11:51 AM
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    Just fluff talk--no way Saunders will give up his empire--he will chew up another company first ie biogen or abbievie.
     
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  17. #497 anonymous, Oct 15, 2015 at 5:29 PM
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    That's a little naïve. Saunders has sold two other companies in the past three years. At B&L he walked away, at Forest he took the CEO job at the newco. Consolidating, cutting, and selling companies is what he does. But he will hold out for the right terms for AGN shareholders (and himself). That's probably the only thing standing in the way of a Pfizer takeover.
     
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  18. #498 anonymous, Oct 16, 2015 at 1:03 AM
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    That is exactly right and nothing wrong with that. The legacy agn bubble has burst (great while it lasted but it is gone) and now we are in the real world. I for one am happy to have a competent, tested and proven business man like Saunders running this place. It will be sold if the price is right and if not he will make a deal that will deliver shareholder value...that is a CEOs job. This is not a place to plan a long term career and retire (like some of us thought was legacy agn) but rather a place to learn relevant skills to the industry in which we operate to prepare us for our next job.

    As an aside, I appreciate that the current management is not trying to feed us a pile of !$&; pretending we are a long term independent company ... We are what we are
     
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  19. #499 anonymous, Oct 16, 2015 at 5:05 AM
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    Wow let's hope our kids grow up as shareholders then! It seems that they are the only people who count in this business now! Endurance II is on the way I guess!
     
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  20. #500 anonymous, Oct 16, 2015 at 6:10 AM
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    In theory, I guess this is how the free market works, except that these guys are consolidating and cutting so fast that they are destroying our ability to develop and produce quality products. Everything looks great short term, but we have a lot of compliance and process issues now as a result of all these great deals. I don't think the company owes employees anything beyond their paycheck, but if you go too far in treating people like commodities, eventually the business will suffer from the lack of commitment. It will only take one patient safety disaster to bring regulators down on this industry like never before.
     
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