Glossary of Hostile Takeover Terms with Discussion

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Anonymous said:
Just wanted to revive this thread. What says the guru now? I feel kind of dumb for listening to this supposed business expert.
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Dan was spot on. This trial was a side show not the main show. Dan pointed out that a favorable decision or unfavorable decision would not impact the hostile take over.

Thank you Dan!
 








Anonymous said:
Just wanted to revive this thread. What says the guru now? I feel kind of dumb for listening to this supposed business expert.
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No one is putting a gun to your head to read or listen to any of these posts--clearly many of the posters have stated that this is their opinion or take on the matter..so if it bothers you then move on. Some of us appreciate reading these posts.
 




Why on earth would someone become so upset with Dan? Dan has never swayed from his original post saying that these are his opinions and are being made for the benefit of family and friends at Allergan. While I'm neither a family member not a friend, I truly appreciate Dan and all of his writings on this post.
If you don't like this post then move on!!'
 




Anonymous said:
Just wanted to revive this thread. What says the guru now? I feel kind of dumb for listening to this supposed business expert.
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It's become quite clear that you are not a guru of any sort, except at maybe being a d-bag to people that post an opinion or provide meaningful infromation for people to form an opinion. You have been anointed the new title of "Cafepharma D-bag". Congratulations.
 












Anonymous said:
The judge all but begged for someone other than him to validate allergens argument

Dan is the man -- though the hired guns are starting to take notice
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The judge is looking to the SEC to clarify the matter.

From the WSJ article:
As noted previously, Allergan alleged that Pershing found Valent to be an “incredible opportunity” to buy Allergan stock with “advance inside knowledge” of a bid. In effect, Allergan was arguing that Pershing was a co-bidder and, therefore, violated insider-trading laws. Carter, however, wrote that this is a novel legal issue about which the Securities and Exchange Commission has not offered any guidance.
 












I agree with some of the above posters that this is just Dan's opinion. It's only for entertainment. Let's let the courts do the official legal work and leave Dan's opinion for pure entertainment
 




Anonymous said:
The judge is looking to the SEC to clarify the matter.

From the WSJ article:
As noted previously, Allergan alleged that Pershing found Valent to be an “incredible opportunity” to buy Allergan stock with “advance inside knowledge” of a bid. In effect, Allergan was arguing that Pershing was a co-bidder and, therefore, violated insider-trading laws. Carter, however, wrote that this is a novel legal issue about which the Securities and Exchange Commission has not offered any guidance.
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I agree. Both SEC and the 9 th circuit will have to weigh in. Also, if vrx and PS refile and admit to being co-bidders does that make the decision for either 9th circuit or the sec a slam dunk insider tradeing case? IMHO that is exactly what Carter has set up for agn. Hence the emergency appeal.
 




From another thread

Not sure that anyone who is not a troll or hired gun thinks they know anything for sure

Five facts remain:
1- the deal spread is inverted $12 in Allergans favor and Valeant's own info keeps saying the $200 is based on where they believe their stock price should be. Basically sounds like they have a little but left in the tank and they are waiting for their stock to rise out of PR efforts before increasing their by a little bit offer so the math works
2- there is a whole lot of steps to go ... read all the "if" statements by judge carter. One of the reasons he didn't block the shares is because he doesn't see the company in imminent danger
3- valeant is out of true firepower and time now is actually on Allergans side. Valeant can NOT show Q4 like they did a Q3...mainly because Q3 was based on a miserable Q3 YoY but also because the business can't be doing that well, especially in light of the fact that they have no aesthetics division any more.
4- there is a secret admirer. Any other company that is larger and less leveraged than vrx can afford to pay more. Period. Comparing an activis all cash offer to Valeant's mix of stock and cash is irrelevant. All that would be needed is a stock component to be able to blow vrx out of the water. And anyone should want allergan right now...the business is thriving and unique position to be relatively immune to the managed care/obamacare land that we live
5- capital gains for all the longs still left, which I believe is still over 60%

The shareholders will and should decide but to say its a foregone conclusion is a joke. If the vote were today, the shareholders would be voting for $12 loss and selling the company to ackman who is incentivized to get it at the lowest possible price. Valeant needs to invent cash, make their stock go up with no new news and likely renegotiate w ackman

So...

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I would add a 6th which is a clear opening for someone else to step in either DOJ, SEC or IRS. All of these departments understand the timeline here and that timeline is relevant
 




Anonymous said:
From another thread

Not sure that anyone who is not a troll or hired gun thinks they know anything for sure

Five facts remain:
1- the deal spread is inverted $12 in Allergans favor and Valeant's own info keeps saying the $200 is based on where they believe their stock price should be. Basically sounds like they have a little but left in the tank and they are waiting for their stock to rise out of PR efforts before increasing their by a little bit offer so the math works
2- there is a whole lot of steps to go ... read all the "if" statements by judge carter. One of the reasons he didn't block the shares is because he doesn't see the company in imminent danger
3- valeant is out of true firepower and time now is actually on Allergans side. Valeant can NOT show Q4 like they did a Q3...mainly because Q3 was based on a miserable Q3 YoY but also because the business can't be doing that well, especially in light of the fact that they have no aesthetics division any more.
4- there is a secret admirer. Any other company that is larger and less leveraged than vrx can afford to pay more. Period. Comparing an activis all cash offer to Valeant's mix of stock and cash is irrelevant. All that would be needed is a stock component to be able to blow vrx out of the water. And anyone should want allergan right now...the business is thriving and unique position to be relatively immune to the managed care/obamacare land that we live
5- capital gains for all the longs still left, which I believe is still over 60%

The shareholders will and should decide but to say its a foregone conclusion is a joke. If the vote were today, the shareholders would be voting for $12 loss and selling the company to ackman who is incentivized to get it at the lowest possible price. Valeant needs to invent cash, make their stock go up with no new news and likely renegotiate w ackman

So...

------------

I would add a 6th which is a clear opening for someone else to step in either DOJ, SEC or IRS. All of these departments understand the timeline here and that timeline is relevant
Click to expand...

I will add a 7th- interest rates
 




Anonymous said:
From another thread

Not sure that anyone who is not a troll or hired gun thinks they know anything for sure

Five facts remain:
1- the deal spread is inverted $12 in Allergans favor and Valeant's own info keeps saying the $200 is based on where they believe their stock price should be. Basically sounds like they have a little but left in the tank and they are waiting for their stock to rise out of PR efforts before increasing their by a little bit offer so the math works
2- there is a whole lot of steps to go ... read all the "if" statements by judge carter. One of the reasons he didn't block the shares is because he doesn't see the company in imminent danger
3- valeant is out of true firepower and time now is actually on Allergans side. Valeant can NOT show Q4 like they did a Q3...mainly because Q3 was based on a miserable Q3 YoY but also because the business can't be doing that well, especially in light of the fact that they have no aesthetics division any more.
4- there is a secret admirer. Any other company that is larger and less leveraged than vrx can afford to pay more. Period. Comparing an activis all cash offer to Valeant's mix of stock and cash is irrelevant. All that would be needed is a stock component to be able to blow vrx out of the water. And anyone should want allergan right now...the business is thriving and unique position to be relatively immune to the managed care/obamacare land that we live
5- capital gains for all the longs still left, which I believe is still over 60%

The shareholders will and should decide but to say its a foregone conclusion is a joke. If the vote were today, the shareholders would be voting for $12 loss and selling the company to ackman who is incentivized to get it at the lowest possible price. Valeant needs to invent cash, make their stock go up with no new news and likely renegotiate w ackman

So...

------------

I would add a 6th which is a clear opening for someone else to step in either DOJ, SEC or IRS. All of these departments understand the timeline here and that timeline is relevant
Click to expand...

What's the timeline?
 




Anonymous said:
I would add a 6th which is a clear opening for someone else to step in either DOJ, SEC or IRS. All of these departments understand the timeline here and that timeline is relevant

What's the timeline?
Click to expand...

I'm wondering the same thing. I doubt preventing Allergan from being taken over by Valeant or anybody else is a priority for the DOJ, SEC or IRS.
 




Stopping a takeover of Allergan isn't necessarily something that the SEC should do. Addressing the insider trading issues is definitely an SEC concern. The judge while not blocking VRX from voting its "ill gotten" stock, clearly said that AGN raised serious concerns. The SEC should be addressing the insider trading issues or there will be a bunch of other hedge funds doing the same thing.
 








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