Again, where did you hear this? Source please.
The Deal Got New Life Today
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Again, where did you hear this? Source please.
trolls & interns do not have to quote a source
It wouldn't matter if Charles F. Schwab told me. Word was going around the trading floor that he has the votes. Volume and prices went up.
The New York Times article from last night says the same, but doesn't cite a specific source.
"So what is next? In the next week or two, Pershing Square is likely to announce that it has received consent from 25 percent of Allergan’s shareholders to hold the Allergan special shareholder meeting. Then there will be a furious litigation battle in California and Delaware over the relationship between Pershing Square and Valeant, as well as the bylaw language. Neither litigation is likely to do more than simply buy another month or two in this contest."
How is the unrest treating everyone at Allergan? Is it stressful not being told what's going on? Is it harder to finish your office projects or make unrealistic sales quotas under distress? Do you like the lack of communication from leaders and learning what's truly going on through the internet? Well, MP will not go away, BA is committed to get this deal done, and everyday that there is turmoil and uncertainty then they consider it a small win. Just remember, your leaders knew about this for a long time and stand to make bank if the deal goes through. Delaying the inevitable just buys time and adds stress to the workers low on the totem pole. Pyott is sleeping at night are you?
What is there to get stressed about? This deal is not going to happen! There is no lack of communication in R&D at least - regular updates through internal mail, intranet communications, meetings etc. So, to answer the question - no, it's not difficult getting on with projects, and yes I sleep very well at night...
Shoham
Member
- Shoham Aug 13, 2014 at 09:03: AM
Shoham
Member
Ok, a little timing math (using the midpoint of each NYT estimate)
Day article was published: August 12, 2014.
"Next week or two": Midpoint = 10 days -- August 22, 2014
Two litigations buying "another month or two": Midpoint = 2 x 1.5 months -- November 22, 2014
Bylaw rule for setting up special meeting: 120 days -- March 22, 2015
However, per Bylaws, special meeting can't happen within 90 days prior to the anniversary of the prior annual meeting.
Prior annual meeting: May 6, 2014
90 days period lock begins: February 5, 2015
(Even at the minimum point of all the NYT estimates, Ackman will still miss the start of the lock period by about two weeks -- and that's assuming the board doesn't have more delay tactics up it's sleeves)
So, Ackman would need to win the litigation so decisively that the court will agree to rewind the clock for him (if he wins the main points, but admits to some technicalities violations, the court will probably clear him to proceed with his actions; but not rewind the clock for him. If, however, the court concludes that Allergan's suits were an entirely frivolous delay tactic, they will then likely rule that Ackman shall not be damaged by the delays and he can hold his meeting as would have been scheduled originally).
I don't see anything happening before the next regularly scheduled annual meeting (around May 6, 2015). Do Ackman and Valeant have the staying power for 9 more months of what they endured in the last 3? Only time will tell.
Dan.
Agreed on all points.
And as someone posted above no lack of communication or motivation here. We are slaying it
Dan, the problem with your math is 2 potential oversights.
1 - the two court cases don't need to run end to end, they can be handled concurrently, which means it may only be 1.5 months in total, not X2.
2 - just because these are all the steps Allergan COULD take to delay this meeting, there's a growing assumption in the investment community the AGN won't take all of these steps, because the PR battle would be hurt by appearances of being Anti-institutional shareholder.
its a very fine line AGN needs to tiptoe, defense is key, but not at the expense of appearing to shirk fiduciary obligations to shareholders.
1 - the two court cases don't need to run end to end, they can be handled concurrently, which means it may only be 1.5 months in total, not X2.
2 - just because these are all the steps Allergan COULD take to delay this meeting, there's a growing assumption in the investment community the AGN won't take all of these steps, because the PR battle would be hurt by appearances of being Anti-institutional shareholder.
its a very fine line AGN needs to tiptoe, defense is key, but not at the expense of appearing to shirk fiduciary obligations to shareholders.
Article discussing this issue.
http://blogs.wsj.com/moneybeat/2014...ergan-must-tread-carefully-as-showdown-looms/
How ironic it is that Valeant's governing rules are much more restrictive than Allergan's. It just does not make sense that Valeant/Ackman (who are in a pharma environment where ethics are everything) can use questionable actions and we are criticized for following our governing rules?
Aug 13 2014, Allergan Acquires LiRIS® Program from TARIS Biomedical® TARIS LiRIS® Program in Phase 2 Clinical Development for the Localized Treatment of Interstitial Cystitis / Bladder Pain Syndrome
Acquisition Enhances Allergan's Leadership Position in Urology and Reinforces the Company's Commitment to Developing Innovative Treatments to Address Important Medical Needs
IRVINE, Calif. and LEXINGTON, Mass.--(BUSINESS WIRE)-- Allergan Inc. (NYSE: AGN) ("Allergan") and TARIS Holdings LLC today announced that Allergan has closed a transaction to acquire worldwide rights to TARIS Biomedical's® ("TARIS") lead program, LiRIS®, which is currently in Phase 2 trials for the treatment of interstitial cystitis / bladder pain syndrome (IC/BPS). Allergan paid $67.5 million in cash upfront, subject to certain adjustments and holdbacks. Allergan has also agreed to pay up to an aggregate of $295 million in development milestone payments and up to an aggregate of $225 million in commercial milestone payments.
Acquisition Enhances Allergan's Leadership Position in Urology and Reinforces the Company's Commitment to Developing Innovative Treatments to Address Important Medical Needs
IRVINE, Calif. and LEXINGTON, Mass.--(BUSINESS WIRE)-- Allergan Inc. (NYSE: AGN) ("Allergan") and TARIS Holdings LLC today announced that Allergan has closed a transaction to acquire worldwide rights to TARIS Biomedical's® ("TARIS") lead program, LiRIS®, which is currently in Phase 2 trials for the treatment of interstitial cystitis / bladder pain syndrome (IC/BPS). Allergan paid $67.5 million in cash upfront, subject to certain adjustments and holdbacks. Allergan has also agreed to pay up to an aggregate of $295 million in development milestone payments and up to an aggregate of $225 million in commercial milestone payments.
glad I'm not the only one who gets this rock/hard place AGN could be in.
I'm all for defense, but as I said, and the article says, its a fine line. The stronger we(AGN) go out on defense the more it can look like executive entrenchment, which wall street is not historically favorable to.
there has to be a balance between pushing Valeant away, and making it appear like shareholder best interest is being preserved. Not sure how that gets done while delaying.
By making VRx go away the shareholders will win. No other way to put this than simply: We. Are. Winning. And so too will the shareholders
Shoham
Member
- Shoham Aug 14, 2014 at 12:34: AM
Shoham
Member
Hello again:
To your number 1 point, I was making my best effort to quantify the timing estimates of the NYT as stated in their write-up. To my best reading of their phraseology, they were measuring the incremental delay impact of the two cases, not their "end-to-end" timeline. The implied scenario would have the Federal suit (insider trading) scheduled for a merit hearing in 1-2 months (as opposed to the purely timing hearing on August 20). At all times prior to a final-appeal dismissal of the case, Allergan will argue that any proxy from PS is null and void. At which point PS goes to the DE court to argue that Allergan is voiding a perfectly good proxy. The DE court (immediately, or upon appeal), will at least want to hear the Federal court's initial impressions, and the two sides' take on such, so they will take 1-2 months after that. The DE court will likely present the delay as not harming PS because the clock can still be re-winded (which will only happen if PS wins decisively, as described above). As implied in the NYT presentation, this will be the sum total of the delays. Both courts will not find anything more serious than some technicalities violation on the side of PS, and the 2 x 1.5 months delay is all that Allergan will have to show for their efforts.
(Having read both the complaint and the PS response -- see my thread on the subject in "Glossary of Hostile Takeover Terms" -- I think the NYT is being far too dismissive of the delay factor involved; I think this litigation could easily take years, but that discussion is for the other thread.)
As to point #2, I think Allergan will pay some lip service to shareholder's right; but they will not leave even one legal gun idle to keep the special meeting from happening. The Allergan board can easily explain this behavior as consistent (even required) fiduciary responsibility: Since they have already determined (with plenty of support from independent sources) that the Valeant business model is unsustainable and unable to ultimately service their debt -- making the Valeant shares worthless (no matter what they are trading for in the open market today); the Valeant offer of $72 cash is grossly inadequate. Even if 51% (or even 74%) of Allergan shareholders want to take the Valeant deal, it is the duty of the board to protect the rest of the shareholders from being forced to accept unworthy considerations for their shares. The special meeting is a mechanism to so disenfranchise those shareholders who do not want the deal (those who do want the deal can not claim disenfranchisement since they bought their shares under the current board, business plan, and bylaws).
Dan.
1. Delaware Chancery and CA court might engage in simultaneous hearing but DE will wait for CA insider lawsuit to be judged. Discovery in CA insider trading suit will help Chancery to form an opinion in reasonableness of bylaws suit. This has potential to drag for years if one considers the appeals process. Special meeting is not happening even if 25 % proxies are delivered
2. Regarding the "institutional investor friendliness" issue, Allergan has received several awards from Institutional Investor in 05 & 07 etc etc .... details are on AGN webby
2. Regarding the "institutional investor friendliness" issue, Allergan has received several awards from Institutional Investor in 05 & 07 etc etc .... details are on AGN webby
What makes no sense is how high the sales goals are... Rough summer!
It's not hard to figure out. DP increased earnings forecasts to paint a rosy picture for the future to Wall Street analysts. To hit it, we have to cut cost and increase sales.
In short, our asses have to cash the check his mouth wrote.
In short, our asses have to cash the check his mouth wrote.
Ummmmmm..............that's your job.
BTW - rumor has it that the SEC is now investigating Valeant/PS. Uh oh!
SEC now up VRXs butt. That sucks.
See ya never VRX! The fat lady has spoken.
See ya never VRX! The fat lady has spoken.