Why the deal is going to pass FTC.







Master Yoda came back from a long journey to fight the Dark Side into a tree in Dagobah...
and has been talking with us.

His wise words were:

"Grifols has requested this delay to the FTC until 30 Jun 2011. They think the conditions are too harsh... so they give up"

"The idea is to delay again until 6 Sep 2011, then no deal, no break-up fee, no $ 4 bn. End of file. End of game"

Thanks Master.
A pleasure listen you again.
 






Master Yoda came back from a long journey to fight the Dark Side into a tree in Dagobah...
and has been talking with us.

His wise words were:

"Grifols has requested this delay to the FTC until 30 Jun 2011. They think the conditions are too harsh... so they give up"

"The idea is to delay again until 6 Sep 2011, then no deal, no break-up fee, no $ 4 bn. End of file. End of game"

Thanks Master.
A pleasure listen you again.

The break up fee is negated if delayed until Sept? That's the first time I've heard this.
 


















The Spanish condeneista has recently audio-phoned the shareholders ustaconsuella! What this means is anyone's guess but I believe it spells oratorial spikes in the companies moral pH levels. If I'm correct , and I may be, the hand writing is on the quatro de bano walls, not in the tea leaves per se.
 












The break up fee is negated if delayed until Sept? That's the first time I've heard this.



Dear First Anonymous and Supporters;

What' s write in the Agreement and Plan of Merger, dated as of June 6, 2010 among Grifols S.A., Grifols, Inc. and Talecris Biotherapeutics Holdins Corp, execution version, exhibit 2.1, public document, 111 pages plus annex is:

Outside date 6 Mar 11. Could be extended until 6 Sep 11 if there is a temporary restriction order, or there is no FTC decision... as it is happening.

Grifols pays $ 375 m to Talecris if FTC says no. Way to go!

Grifols pays $ 375 m to Talecris if Grifols could not obtain the $ 4bn for the acquisition. As we all know it was obtained. They have proof of purchase.

Grifols pays $ 100 m to Talecris if Grifols shareholders say no. It was said OK. Green light January 24, 2011

Talecris pays $ 100 m to Grifols if Talecris shareholders say no. It was said OK. Green light February 14, 2011

But there is not a single word in the whole document after 6 Sep 11... has the FTC has a decission (harsh conditions)? .... and an agreement with Grifols to delay it after September 6...

This, the FTC playing dirty against the blackballed Cerberus nice guys and a... Whatchamacallit? New Fractionation Plant being built now in Barcelona... Somebody is between a rock and a hard place...


Dear First Anonymous and Supporters, we take the piss out of you.
 






Dear First Anonymous and Supporters;

What' s write in the Agreement and Plan of Merger, dated as of June 6, 2010 among Grifols S.A., Grifols, Inc. and Talecris Biotherapeutics Holdins Corp, execution version, exhibit 2.1, public document, 111 pages plus annex is:

Outside date 6 Mar 11. Could be extended until 6 Sep 11 if there is a temporary restriction order, or there is no FTC decision... as it is happening.

Grifols pays $ 375 m to Talecris if FTC says no. Way to go!

Grifols pays $ 375 m to Talecris if Grifols could not obtain the $ 4bn for the acquisition. As we all know it was obtained. They have proof of purchase.

Grifols pays $ 100 m to Talecris if Grifols shareholders say no. It was said OK. Green light January 24, 2011

Talecris pays $ 100 m to Grifols if Talecris shareholders say no. It was said OK. Green light February 14, 2011

But there is not a single word in the whole document after 6 Sep 11... has the FTC has a decission (harsh conditions)? .... and an agreement with Grifols to delay it after September 6...

This, the FTC playing dirty against the blackballed Cerberus nice guys and a... Whatchamacallit? New Fractionation Plant being built now in Barcelona... Somebody is between a rock and a hard place...


Dear First Anonymous and Supporters, we take the piss out of you.


WOW!!! You can post what 2500 others already know!!!! You are a genius. Must be a rep.
 






WOW!!! You can post what 2500 others already know!!!! You are a genius. Must be a rep.

I don't know if I'm a genius. I don't think so. Even I don't know if everybody knows what's write on post 88. But it is write... just in case...

But I know one thing.
Well.. two.

One: I'm not a rep.
Two: You are a Megamind.

One of those Megaminds that did not anticipate in June 2010 any problem with the FTC. LOLOLOLOL

One of those Megaminds that didn't know a single word about the FTC-White House-Cerberus-Dan Quayle & John W. Snow love affairs. LOLOLOLOLLOLOL

One of those Megaminds that one year after CSL agreed to pay a $75 million break-up fee, agreed to pay $ 375 million. LOLOOOLOLOLOLOLOOL

One of those Megaminds that didn't say a single word about the fact that the CSL deal price was $ 3.1 bn instead of Grifols $ 4 bn… one year later… with an international debt crisis since 2008.... LOLOOLOLOLOLOLOLOLOLOL

...

So Megamind, it's a long list . Check other posts before this one. I don t wanna waste your evil genius time. Of course you knew 2500 others already know... because you are a Megamind!! LOLOLOLOLOOLLOLOOLOLOLOL

But Megamind, just remember: we take the piss out of you... and your friends.

LOLOLOLOLOLLOLOLOLOLOLOLOLOLOLOLOLOLOL!!
 






I don't know if I'm a genius. I don't think so. Even I don't know if everybody knows what's write on post 88. But it is write... just in case...

But I know one thing.
Well.. two.

One: I'm not a rep.
Two: You are a Megamind.

One of those Megaminds that did not anticipate in June 2010 any problem with the FTC. LOLOLOLOL

One of those Megaminds that didn't know a single word about the FTC-White House-Cerberus-Dan Quayle & John W. Snow love affairs. LOLOLOLOLLOLOL

One of those Megaminds that one year after CSL agreed to pay a $75 million break-up fee, agreed to pay $ 375 million. LOLOOOLOLOLOLOLOOL

One of those Megaminds that didn't say a single word about the fact that the CSL deal price was $ 3.1 bn instead of Grifols $ 4 bn… one year later… with an international debt crisis since 2008.... LOLOOLOLOLOLOLOLOLOLOL

...

So Megamind, it's a long list . Check other posts before this one. I don t wanna waste your evil genius time. Of course you knew 2500 others already know... because you are a Megamind!! LOLOLOLOLOOLLOLOOLOLOLOL

But Megamind, just remember: we take the piss out of you... and your friends.

LOLOLOLOLOLLOLOLOLOLOLOLOLOLOLOLOLOLOL!!


Is this guy dumb? I agree with the other post, must be a rep.
 






























Everyone else has an opinion, so why should I hold back.

This is why I feel the deal will pass very soon.

-In 1990, there were 13 producers of plasma-derivative products; in 2003, there were nine.
Today there are only five: CSL, Talecris, Baxter, Grifols, and Octapharma. Indeed, over time, as consolidation has occurred in the plasma industry, prices have increased. GPOs, hospitals, physicians – and ultimately patients – have experienced tightening supplies and rising prices in recent years.

-Ig manufacturing is a tight oligopoly in which the leading three manufacturers . . . have a
combined market share of around 85%.

-Two other industry firms, Grifols, and Octapharma, are much smaller, with market shares in the single digits, and limited ability to expand their presence in the United States.

-There are no good substitutes for Ig. If there was......

-The post-merger market share of the merged firm would not range from 42% to 82%, depending on the market, thus making this deal viable. Nothing to stop the deal. This would be a huge deal breaker by the FTC, and signal suit.

-The Merger would not decrease the number of firms with control over supply of the relevant
products, and it would not significantly increase industry concentration.

The only thing I can think of that the FTC would be concerned about is:

-The elimination of Talecris – itself a unique competitive constraint in the relevant
markets – would be particularly detrimental to competition. Hence the little ones...I don't see the FTC doing a 180 on this point.

I don't work in this industry, but if I were an investor (hint hint) I would bet the farm this passes.

Since this original post back in November 2010, we have learned that the merger did not close "very soon" as predicted. While the end result hypothesized may indeed be correct, no one really knows anything outside of the fact that the stock price keeps steadily climbing. Oh, and Victor Grifols seems to be confident everything will work out. That confidence didn't work too well for Brian McNamee, but this time it's supposed to be different.
 






As mentioned much earlier, Grifols has an outstanding reputation with not only EU regulators but the U.S. FDA as well. Grifols has consistently shown advanced thinking when implementing viral clearance, safety and product integrity concerns regardless of increased costs. They have no history of trying to control market share and have always believed in moderate growth with moderate returns. Therin lies their long range sustanibilty. They also despise the ruthless tactics used to platform/support their large and diverse portfolios managed by Baxter and CSL. Too much competition to out perform integrated businesses against others results in very bad decisions being made, according to Victor.
 






Everybody is being optimistic about the Talecrisis deal. Specially Grifols CEO, Victor, sounds quite optimistic that he’s going to get the deal done. The same visionary chum who did not anticipate any problem with the FTC in a letter signed June 7, 2010 to all Grifols employees.

Traders in the options market are also boosting their bearish bets on Talecris to the highest level since the company’s IPO. There were 3.86 outstanding puts to sell for each call to buy on April 8, data compiled by Bloomberg show.
That compares with a put-to-call ratio of 1.33 on March 4, the day that Grifols said it was extending the deadline for completing its takeover of Talecris to June 30.


But the spread tell us arbs remain wary. Investors are still wary that there’s an issue at the FTC. This has taken an inordinate amount of time. Why?

1. Because of the Grifols outstanding reputation with not only EU regulators but the U.S. FDA as well?
2. Because of the Grifols advanced thinking when implementing viral clearance, safety and product integrity concerns regardless of increased costs?
3. Because of Grifols history of not trying to control market share and have always believed in moderate growth with moderate returns?
4. Because of Grifols despise the ruthless tactics used to platform/support their large and diverse portfolios managed by Baxter and CSL?


1. Baxter and CSL have same regulators' product licence and same reputation. Even Talecris. Not more not less.
2. Yeah, Grifols' competitors too. But here the costs are included in Grifols' "leitmotif" This is they pay the least in the plasma industry (employees), attracts the lowest economic level of donors, and has the highest turnover rates in the industry of staff.
3. Grifols earmarked in 2010 €59.18 million ( $ 85.21 million) to dividends, which translates into a payout of 40,1 % of profits to shareholders. Then we had in 2010: $ 29.17 million to the whole Grifols family – through BV Scranton Enterprises, Deria SA, SL Novosti, BC Thorthol Holdings- plus $ 5.24 million to CEO' s father... among others... but nothing to Grifols employees or the donors.
4. Any relation to the CSL and Baxter blessing of the Grifols' Talecris acquisition? Fewer players to arrange IVIG and Alpha-1 price?



Has the FTC any issue about this deal? Is this issue related to what' s explained in post 8 or 21?

Thanks Master Yoda.
May The Force be with you.
 






I still think the deal is questionable. The numbers for the combined companies wreak of oligopoly. Selling the main product lines (IVIG and prolastin) is stupid since that is why Grifols is buying. Selling Melville could help the deal because the plant is actually a lot newer than reports are saying (completely rebuilt in 2003 with continual upgrades to equipment) and the Melville facility also has much more capacity than reported. Overall, selling product lines is a no, selling Melville is a maybe, and the market share for the combined companies is alos much higher (you can't include recombinant products in the comparison to dilute the share). FTC not that stupid.
 






If we have learned anything, we have learned that the only companies that want to be in the plasma business are companies that are already in the business. With Octapharma all but non-existent, and the FDA having already rejected a purchase by a big player (CSL), there are only a few alternatives left. The government can approve the Grifols deal, or continue to have Cereberus (sp?) shop around Talecris, with no other significant potential buyers out there. I believe the deal with Grifols will be approved, simply because there are very few other alternatives, as it is clear that Cereberus bought Talecris with the intention of selling at a profit, rather than to run the company.