Glossary of Hostile Takeover Terms with Discussion









So right about the time Mr. Pearson was basking in the glow of his outstanding Q3 2014 results, along with the climbing increase in VRX share price following his 8:00 AM conference call, our good friends Nameless-People-Familiar-with-the-Matter let some news slip to the WSJ and Reuters mid-day:

"...Allergan shareholder Paulson & Co. is urging the Botox maker to merge with specialty pharmaceutical company Shire Plc as an alternative to the deal with hostile bidder Valeant, according to two people familiar with the matter..."

Coinciding with the leak about Shire, VRX stock began its descent in value in the afternoon. I wonder who the two people familiar with the matter could be...
 




"...Allergan shareholder Paulson & Co. is urging the Botox maker to merge with specialty pharmaceutical company Shire Plc as an alternative to the deal with hostile bidder Valeant, according to two people familiar with the matter..."

Coinciding with the leak about Shire, VRX stock began its descent in value in the afternoon. I wonder who the two people familiar with the matter could be...

At least part of Paulson's motivation might be his 4.4% stake in Shire. He took a big hit with the AbbVie deal collapse.
 




So right about the time Mr. Pearson was basking in the glow of his outstanding Q3 2014 results, along with the climbing increase in VRX share price following his 8:00 AM conference call, our good friends Nameless-People-Familiar-with-the-Matter let some news slip to the WSJ and Reuters mid-day:

"...Allergan shareholder Paulson & Co. is urging the Botox maker to merge with specialty pharmaceutical company Shire Plc as an alternative to the deal with hostile bidder Valeant, according to two people familiar with the matter..."

Coinciding with the leak about Shire, VRX stock began its descent in value in the afternoon. I wonder who the two people familiar with the matter could be...

I like how shareholders should be allowed to vote on major decisions like mergers and acquisitions when it's blatantly obvious every one of these vocal billionaire funds are only out for themselves. Isn't T Rowe Price also a big VRX shareholder? How surprising that they don't want AGN to take any other deals.
 




I like how shareholders should be allowed to vote on major decisions like mergers and acquisitions when it's blatantly obvious every one of these vocal billionaire funds are only out for themselves. Isn't T Rowe Price also a big VRX shareholder? How surprising that they don't want AGN to take any other deals.

I wrote post #223 that you were referring to, and I agree with your comment. I am not at all pleased how the direction of our (personal, company, national) assets is being dictated by people (like Paulson) with no comprehension of the communities at stake. It is obvious Paulson has no interest in the products or the people they serve; it is just the deal, and then on to the next deal. I don't like what Paulson stands for (see how he avoids personal taxes by domicile in Puerto Rico) and yet there he is, waving his stake in Allergan and in Shire, but maybe he can lever it towards Valeant, all the while hoping this next deal will leave him a winner.

As for T.Rowe Price, yes, they are a major stockholder, especially in AGN shares which they added to quickly after Ackman's deal. I wrote to T. Rowe Price recently to complain that they were taking on the rare role of activist investor, inappropriate to their investor base, and here is their reply:

"Dear XXXX,

Thank you for your e-mail regarding our public statement concerning Allergan. T.Rowe Price always works to protect the interests of its clients. Almost always this work takes place behind the scenes, but sometimes, as with this situation, it takes place publicly... Sincerely, Bridgette Stesch, Senior Account Services Representative, T.Rowe Price"

which was such a difference from the communication received from Valeant a few weeks earlier...
 








  • Shoham   Oct 21, 2014 at 02:08: AM
Re: What to Look Forward to This Week and Next

1. Monday, October 20: Valeant Release Q3 Earnings. Valeant has clearly been been, since at least July, fixated on this date. In July, when they release their Q2 numbers, they lowered guidance and took a significant share price drop (I speculated then that they swallowed more poison than necessary so as to be able to beat and raise guidance at the more crucial October 20 earning release). Three weeks ago, they announced that, indeed, they will be beating guidance, but didn't say by how much (what the heck?). The big question, in my mind, would be if their "beat" now will be more or less than the "lowering" in July. If it's about the same (or, even worst, if it's less), then it's clearly gaming the guidance to create pretend-momentum. Gaming or not, they will describe Q3 as a "blowout quarter."

We now have the answer:
Using the metric Valeant has been claiming to be the most important one -- "Cash Earnings per share" (The other metrics they produced all tell the same story)

July 31: Lower 2014 total guidance from "$8.55-$8.80" to "$7.90-$8.10"
October 20: Raise 2014 total guidance from "$7.90-$8.10" to "$8.22-$8.32"

So, taking the midpoints of all the ranges, they lowered guidance by $0.675 then raised it back by $0.27, and, with a straight face, called it a blowout quarter...

(begin rant)
Am I the only one who actually goes back and check what they said, way back when, like all of 80 days ago? Isn't there even one media outlet, who while writing never ending stories and articles about this "biggest takeover battle of the year," bother fact checking simple items like this? Or do they all just say, in unison, "blowout quarter; blowout quarter; blowout quarter." If I'm way off the mark here and there is a totally sensible explanation, then at least some Wall Street reporters -- who, unlike myself, are actually paid to research what they write -- should be able to spell it out. (And, just to be clear, the MP story about how they sold the Filler business doesn't hold water, by the time they sold that business, it's revenues were inconsequential relative to the size of the drop).
(end rant)

BTW, their February 27 guidance for 2014, before they pulled the trigger on their Allergan effort, was "$8.25-$8.75" -- so the midpoint of their current guidance is still about $0.23 below even that number.

(PS: I'm not conflating full year 2014 and Q3. Since their alleged "Q3 blowout" extends into Q4 as well, and since I'm comparing guidance for the full year made at a time when Q1 and Q2 were already completed, any modification of the 2014 guidance is really a modification of the Q3 and Q4 portions only).

Dan.
 




Dan, it's probably because the street knows the lowered guidance was a result of selling aesthetics to Galderma.

If you remove the negative impact on EPS that sale created, which was necessary to elimnate conflicts, then it really is a blowout quarter. If you add the cost of that sale back in to the actual reported EPS, the total exceeds original guidance by .10
 




Re: What to Look Forward to This Week and Next

We now have the answer:
Using the metric Valeant has been claiming to be the most important one -- "Cash Earnings per share" (The other metrics they produced all tell the same story)

July 31: Lower 2014 total guidance from "$8.55-$8.80" to "$7.90-$8.10"
October 20: Raise 2014 total guidance from "$7.90-$8.10" to "$8.22-$8.32"

So, taking the midpoints of all the ranges, they lowered guidance by $0.675 then raised it back by $0.27, and, with a straight face, called it a blowout quarter...

(begin rant)
Am I the only one who actually goes back and check what they said, way back when, like all of 80 days ago? Isn't there even one media outlet, who while writing never ending stories and articles about this "biggest takeover battle of the year," bother fact checking simple items like this? Or do they all just say, in unison, "blowout quarter; blowout quarter; blowout quarter." If I'm way off the mark here and there is a totally sensible explanation, then at least some Wall Street reporters -- who, unlike myself, are actually paid to research what they write -- should be able to spell it out. (And, just to be clear, the MP story about how they sold the Filler business doesn't hold water, by the time they sold that business, it's revenues were inconsequential relative to the size of the drop).
(end rant)

BTW, their February 27 guidance for 2014, before they pulled the trigger on their Allergan effort, was "$8.25-$8.75" -- so the midpoint of their current guidance is still about $0.23 below even that number.

(PS: I'm not conflating full year 2014 and Q3. Since their alleged "Q3 blowout" extends into Q4 as well, and since I'm comparing guidance for the full year made at a time when Q1 and Q2 were already completed, any modification of the 2014 guidance is really a modification of the Q3 and Q4 portions only).

Dan.

Dan, get over yourself. If you were so smart, you'd be getting paid to be an analyst, instead you are just another blowhard on Cafepharma who uses only the facts that support your view. Your posts have gone from informative and entertaining to extremely biased and self congratulatory. I'm surprised you are able to type while simultaneously patting yourself on the back.
 




Re: What to Look Forward to This Week and Next

Dan, get over yourself. If you were so smart, you'd be getting paid to be an analyst, instead you are just another blowhard on Cafepharma who uses only the facts that support your view. Your posts have gone from informative and entertaining to extremely biased and self congratulatory. I'm surprised you are able to type while simultaneously patting yourself on the back.

Interestingly, you continue to be incredbly redundant. You are obviously unable to substantively refute Dan's facts (your own word regarding what Dan provides), so you resort to anger and character assassination.
 




Re: What to Look Forward to This Week and Next

Interestingly, you continue to be incredbly redundant. You are obviously unable to substantively refute Dan's facts (your own word regarding what Dan provides), so you resort to anger and character assassination.



Yes- posters #230 response to Dan is asinine just like any other thing he has spewed out of his pea brain.

Keep up the good work Dan! We all appreciate your M & A insight.
 








Thanks Dan. Keep up the good work. All of us here fully appreciate your insights.

I was hoping to look through Valeant's previous guidances and compare them to the new one, but you did that already!

Also, please note Uncommon Profit Investor on Seeking Alpha has a new article out analyzing Valeant's Q3.
 




Dan, it's probably because the street knows the lowered guidance was a result of selling aesthetics to Galderma.

If you remove the negative impact on EPS that sale created, which was necessary to elimnate conflicts, then it really is a blowout quarter. If you add the cost of that sale back in to the actual reported EPS, the total exceeds original guidance by .10

The numbers allocated to aesthetics sale were illogically high (no way the business was doing $230M in sales in 2H 2014). VRX blamed 2Q guidance cut on aesthetics divestiture, when in reality they also took down numbers for their base business, and then in 3Q they subsequently "blew out" these lowered numbers by beating top end of their earnings guidance by a whopping 5%.
 




  • Shoham   Oct 22, 2014 at 04:39: AM
Dan, it's probably because the street knows the lowered guidance was a result of selling aesthetics to Galderma.

If you remove the negative impact on EPS that sale created, which was necessary to elimnate conflicts, then it really is a blowout quarter. If you add the cost of that sale back in to the actual reported EPS, the total exceeds original guidance by .10

Indeed, if you add $0.50/share to their earnings (turning $8.27 to $8.77), then, yes, they would have beaten their original estimate (of $8.67) by about $0.10/share (using midpoint for all ranges). On the other hand, if you only add $0.15 (which I shall justify below), then they are way behind.

I am using only numbers generated by Valeant. When they don't specify details, I try to make my best extrapolation from what they do provide.

In their Q2 earning release and guidance, on slide #28 (still available in the Valeant website under Investor Relations), they stated that their projections for the second half of 2014 was $230M and $0.50 cash EPS (since they have about 330M shares, that's about $165M EBITDA, or about 72% cash margins). So, the obvious question would be if the $0.50 is a legitimate exclusion fairly attributable to the spinout of injectables, or did they just make up whatever number they wanted the drop to be and then attributed it to the spinout.

Well, in that same earning report (table 6 SEC filing), they stated that their Q2 facial injectable earnings were about $80.5M. If it were to stay about the same, then Q3+Q4 could be reasonably projected to generate $161M or $0.35/share (at 72% cash margins). That's a far cry from the $0.50/share they gave themselves a pass. So, maybe the guidance was based on the product rapidly growing. To get from $161M to $230M a product would need to grow by 43% (in 6 months, which annualizes to about +100%/year). However, in the same presentation, on slide #6, they footnoted “Excludes assets held for sales (facial injectables, which declined $33.7M in Q2)” -- in other words, the product line was collapsing rapidly, about 30% in just one Quarter (which annualizes to about -75%/year).

But that's not everything. In Q2, Valeant didn't just divest, they also acquired (granted, the divestiture was bigger than the acquisition, but the acquisition was material). Specifically, they closed out the acquisition of Precision Dermatology. Valeant hasn't separated out numbers in their earning report, but when they first announced the acquisition (in February 2014), they said that PD is expected to generate $130M in 2014. Which should be approximately $65M in Q3+Q4. Assuming comparable gross margins, that's another $0.20/share.

So, bottom line: At the run rate of the most recent quarter, the divestiture net acquisition could account for a $0.15 EPS drop ($0.35 - $0.20). By telling the Street that it is a $0.50/share, they, in the language I used before, swallowed a lot more poison than necessary. Then, a quarter later, surprise, surprise, they recovered much of the drop because they are having a "blowout quarter" -- just when they need one most.

Just to keep things in perspective, as detailed in my post Sunday, I'm equally skeptical about Allergan's (two back-to-back) "blowout Quarters." In fact, unless there is something dramatic and explainable (like a wildly successful product launch, a key competitor folding, a major event in the economy, etc.), I don't believe anyone's "blowout quarter" -- particularly when they desperately need one.

Dan.

PS: There has been some disrespectful postings here. Before my first substantive word, on my very first post here, I explained exactly who I am and why I'm writing -- specifically, for the benefit of family and friends who are Allergan employees. I'm posting under my own real name so there will be no question as to who is writing (if you are interested in more details about my background, look me up on LinkedIn -- my profile is open, and I'll accept all link requests from any Allergan employee). I'm more than happy to respond to questions and queries, and even to respectful content disagreements; but I should not have to defend my integrity or family. (Speaking of family, the only reason I mentioned that my Allergan family member, specifically my wife, has a different last name is so that if there happens to be a female Shoham somewhere in Allergan, she wouldn't be placed in potentially awkward situations on my account). So, please, keep it professional. If you don't think I'm worthy of your attention, Cafe Pharma lets anyone start their own thread.
 








  • Shoham   Oct 25, 2014 at 03:16: PM
Revenge of the Soft Power

Hi everyone!

I trust you have had some fun reading about the unsealed unredacted revelations. If not, here is a quick selection:

The last one also contains links to various unsealed-unredacted raw documents and emails.

In summary, these documents show what we have always known (and what has been described here as Soft Power) -- that Allergan was fully engaged in a Soft Power battle plan, including media, investor relations, regulatory engagement, and attacking Valeant's business model and share price for sustainability and valuation.

Q: What is Ackman claiming?
A: Ackman's main claim is that he discovered evidence of Allergan deliberately putting out information it believed to be false, that it ignored it's own advisers to engage Valeant, and that it set out to manipulate Valeant share price.

Q: Did Allergan lie?
A: If they did, it wasn't in any of the unsealed documents. Every document provided, including some of the most intense ones, shows a very clear theme of Allergan Board and Management firmly believing that Valeant is Vile (which is actually the title of a slide deck referred to in various emails), unsustainable, accounting-trickery-laden, and overpriced. Every bit of information Allergan put out, it believed was true, relevant, and reflective.

Q: Did Allergan manipulate Valeant Stock Price?
A: You bettcha. The unsealed documents show that Allergan went out on a very determined effort to damage Valeant share price. Not that anyone has thought otherwise since day 1. They published a stream of damaging analysis, reports, and decks; provided information to media outlet; counter-played Valeant's own media initiatives; and spoke directly with Valeant's investors. But here is what I think is the crucial element: At every point, Allergan's attack on Valeant was using publicly available information (such as Valeant's on SEC filings, or available-for-purchase vendor-supplied product sales data). When you say something about someone else and state that it is entirely based on publicly available information then you are giving an OPINION, which, by definition, can't be lie. The audience, with access to exactly the same information, can do their own math, reach their own conclusions, and make up their own mind if they agree with you. With Allergan's interest in pushing Valeant's share price downward, the audience is not deceived into thinking this is some neutral party providing an unbiased opinion. (Note that even if Allergan's board thought a deal with Valeant is in the shareholders interest, it would still be in their interest to push Valeant's pre-deal share price down, so as to get more shares or more cash from Valeant).

Q: Did Allergan ignore it's own advisers to engage Valeant?
A: Goldman Sachs is an Allergan deal adviser that has previously advised Valeant and still owns many Valeant shares from a prior deal. (There have been various rumors and articles as to why Allergan hired an adviser with such an obvious conflict of interest. My own theory was, and still is, that they just did it to take GS out of play. In the overall scheme of things, the fees aren't that high, and just because you hired an adviser doesn't mean you have to follow their advise. This way GS won't be available to defend Valeant, either as a paid adviser or in defense of their prior paid Valeant jobs. Theories aside, it has been widely noted that GS was uncharacteristically quiet throughout this whole saga). According to Ackman, the unredacted documents show that GS advised Allergan to engage Valeant, and Allergan not only ignored the advise, but sidelined GS and looked for other advisers who would give the advise they wanted to hear. I've read the exact same document Ackman is presumably referring to ( http://cdn1.valuewalk.com/wp-content/uploads/2014/10/04_AGN-CA00081676-00081679_HConf-1.pdf ) . To say that he twisted things around would be a major understatement. GS was suggesting that Allergan feign interest in Valeant's offer, obtain due-diligence rights with respect to Valeant's accounting (since Valeant is offering shares, such would be natural), fish for bad stuff in their books, and then use NDA loopholes to sue Valeant over that bad stuff (modeled after a tactic used in the ongoing defense of Tenet hospital chain from the hostile takeover attempts of Community Health Systems -- which GS included a write-up in their email). Allergan rejected this maneuver (which I'd label a Dirty Trick) saying they already know enough bad stuff about Valeant.

Q: Did Allergan do anything illegal?
A: I'm not a lawyer, but from the unsealed documents, I didn't see anything illegal. I saw a very determined full-court-press-take-the-gloves-off-bare-knuckle engagement, but nothing that involves lying, breaking fiduciary duties, or fraud. I didn't even see any dirty tricks. In fact, the one time a dirty trick was suggested it was rejected by Allergan.

Q: If there is bad stuff in there, will it effect the Insider Trading Case?
A: Hard to see how. All this happened long after the alleged Insider Trading. Even if there is hard evidence that Allergan hired hitmen to go kill their nemeses, the FBI may want to see that evidence, but it still won't change the determination (one way or the other) if Valeant/PS engaged in Insider Trading when they acquired Allergan shares prior to the announcement of the takeover bid.

Q: If there is bad stuff, and it won't change the Insider Trading case, what will it legally do?
A: As far as the Hostile Takeover attempt -- nothing. All this evidence is coming as a result of the counter-suit Valeant filed against Allergan's Insider Trading suit. The counter-suit has no expediting element, since none of the alleged bad stuff need to be resolved prior to any calendared event. In plain English, by the time any of the Valeant allegations are actually resolved, the hostile takeover battle would have long been settled, one way or another. If Valeant wins, the suit is moot. If it loses the takeover battle, in theory, it could try to keep the suit going and claim some provable damages from Allergan; but hard to say what those provable damages would be (the Allergan board has no fiduciary duty to Valeant shareholders, so where are the damages?)

Q: So, if there is no realistic chance of any legal effect in relevant time, why all the hoopla?
A: (Entirely speculative) To me this is super-obvious. And this is why I labeled this post Revenge of the Soft Power. With the last Hard Power plays (the Q3 earnings) prior to the special shareholder meeting out (other than, obviously, potential bid raises), it is now Soft Power, and Soft Power only for Valeant (Allergan still has plenty of Hard Power play left). The Valeant share price is at $130 -- probably at the bottom of where it needs to be to win with no Hard Power play from Allergan at all, and way too low to compete with any serious counter-play from Allergan. So, Ackman is now on an emergency Soft Power only program to rehabilitate Valeant shareprice from all the damage it took. And, as anyone watching the TV commercial for the upcoming Congressional (and other) election campaigns in the US knows, negative attack ads work better than positive ones. So, the Ackman rehabilitation program of the Valeant shareprice goes something like that: "All the attacks you heard against Valeant were false, they came from a bunch of entrenched self-interested trolls on the Allergan Board -- who didn't even themselves believe the lies they were putting out -- and our blowout Q3 quarter and raised guidance proves it all!"

And there you have it.

Dan.
 
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Thanks Dan as always. Great stuff

What do you think Actavis' role here will be, if at all?
Is a merger w Allergan more likely now? Allergan's last hard power move, or does
Allergan go into the meeting alone-seems super risky to rely on a vote.
A merger would require a vote, so could you see shareholders voting on Valeant offer vs Actavis merger? Actavis' earning report is Nov 4th.

Appreciate any opinion also on what a merger might look like.