Jun. 10, 2014, 9:00 AM
- Unsurprisingly, Allergan's (AGN) BOD rejects Valeant Pharmaceuticals' (VRX) latest offer of 0.83 shares of Valeant common stock plus $72 in cash for each share of AGN common stating that its offer substantially undervalues Allergan. It also cites the large component of VRX stock in the proposal. The Board believes its value is uncertain due to its perception of the lack of sustainability of VRX's business model.
- Pershing Square believes it has the shareholder votes to override the Board's decision and accept the proposal.
Jun. 5, 2014, 9:19 AM
- Analysts say that Shire's (SHPG) attractive pipeline and tax inversion-stoking location make it a prime acquisition target. For example, Allergan (AGN) approached the company in April about a potential deal. Its best defense against an unwanted takeover may be to go on the offensive and make an acquisition itself. This would seem to be a good strategy since CEO Flemming Ornskov likes to acquire. He has presided over at least six acquisitions since taking the helm.
- Cenkos Securities' Navid Malik perceives that Sarepta Therapeutics (SRPT), Prosensa (RNA) and ThromboGenics are attractive targets. So is NPS Pharmaceuticals (NPSP), but its CEO says the two firms aren't talking.
Jun. 5, 2014, 8:21 AM
- In a letter to the SEC, Pershing Square's Bill Ackman requests the immediate withdrawal of Allergan's (AGN) Preliminary Proxy Statement filed on May 13. He states that Pershing's intent to call a special meeting of the shareholders makes it undesirable to pursue the matters in the proxy.
- Related ticker: (VRX)
Jun. 2, 2014, 3:52 PM
- Eschewing a straw poll from shareholders because of the risk in triggering a poison pill provision, Pershing Square's Bill Ackman now wants a more definitive vote on removing the bulk of the Allergan (AGN +2.6%) board. A special meeting on the issue could happen as early as August. Pershing Square needs consent from at least 25% of the firm's shares to hold the meeting. Mr. Ackman says he has the votes to move forward.
- Related ticker: (VRX +1.8%)
May 30, 2014, 4:35 PM
- Actavis (ACT -0.8%) and Cephalon (TEVA -0.4%) settle their patent suit over generic Nuvigil (armodafinil). CEPH grants ACT a license to sell the 100 mg and 200 mg tablets beginning June 1, 2016 and the 50 mg, 150 mg and 250 mg dosages 180 days later.
- According to IHS Health Data, Nuvigil generated $437M in U.S. sales in the 12-month period ending February 28, 2014.
May 30, 2014, 2:48 PM
- The new bid raises the cash portion of the deal to $72 per share from $58.30 previously. The stock portion - 0.83 shares of Valeant (VRX +2.9%) for each share of Allergan (AGN +6.7%) remains the same.
- As part of the new offer, Pershing Square - Allergan's largest shareholder with a 9.7% stake - has agreed to elect to receive only stock and exchange its shares for Valeant shares at a 1.22659 exchange ratio.
- Bill Ackman: "[I] offered to give up $600 million of value to the other Allergan shareholders and exchange our shares for Valeant stock if Valeant were prepared to increase its offer to the other Allergan shareholders. We believe that our gesture to the other Allergan owners makes an extraordinarily strong statement about our belief in the long-term value of this highly strategic business combination."
- Source: Press Release
- Previously: Valeant boosts offer for Allergan
May 28, 2014, 7:04 AM
- Valeant Pharmaceuticals (VRX) increases its bid for Allergan (AGN). Its new offer is now $58.30 in cash (an increase of ~21%), 0.83 VRX share, one contingent value right (CVR) related to DARPin sales (worth ~$25/share based on $20B cumulative sales over 10 years) and a commitment to invest up to $400M in DARPin while retaining current AGN employees responsible for development.
- Webcast this morning at 8 am EDT to discuss the proposal and provide clarity on VRX's operating performance and business model. 877-876-8393 confirmation code: 46457022.
May 27, 2014, 4:52 PM
- Actavis (ACT +0.3%) files an ANDA for a generic version of AstraZeneca (AZN -0.3%) and Bristol-Myers Squibb's (BMY +0.2%) Onglyza (saxagliptin hydrochloride), a treatment for glycemic control in adults with type 2 diabetes.
- AZN filed suit against ACT on May 23, 2014 to prevent it from commercializing its generic version prior to the expiration of the '400 patent. The court instituted a stay of final FDA approval of the ANDA until January 31, 2017 or final resolution of the suit, whichever occurs sooner. ACT believes it is the first filer so it will be entitled to 180 days of generic market exclusivity upon regulatory clearance.
- According to IMS Health Data, U.S. Onglyza sales were ~$532M for the 12-month period ending February 28, 2014.
May 27, 2014, 8:37 AM
- Allergan (AGN) publishes an investor presentation slamming Valeant Pharmaceuticals (VRX) on multiple fronts. It criticizes Valeant's anemic organic growth rate, underperforming acquisitions, lack of experience promoting products on Allergan's scale, instability of its management team, etc. etc.
- Valeant executives must feel like they are trying to hug a porcupine.
May 23, 2014, 2:19 PM
- Shares of Valeant Pharmaceuticals (VRX +2%) are up nicely as it prepares to raise its offer for Allergan (AGN +1.6%) by next Wednesday; a new J.P. Morgan survey of buyside investors says VRX's bid needs to hit the range of $180-$200/share.
- Some 60% of respondents in the survey indicated VRX would need to offer in the range; about two-thirds of those surveyed believed an offer ultimately will prove successful.
- "We feel confident that VRX can structure such a deal (using a larger cash component, CVR, collar, etc.) which would still be highly accretive," JPM says.
May 20, 2014, 9:41 AM
- Allergan (AGN) ramps up its propaganda efforts in its battle to stay out the clutches of Valeant (VRX), saying that it expects EPS to increase 20-25% in 2015 and at an annual compound rate of 20% over five years.
- The company also forecasts "double-digit revenue growth" next year and over the coming five years.
- Meanwhile, Allergan has received over 500 letters from physician customers, patient advocacy groups and medical associations expressing support for the company following its rejection of Valeant's bid.
- Physicians have what Allergan describes as "grave concerns" about Valeant's proposal to slash Allergan's R&D expenditure by $1B a year. (PR)
- Previous coverage
May 20, 2014, 8:43 AM
- Valeant (VRX) says that any improved bid for Allergan (AGN) "will not be an all cash deal."
- Valeant intends to sweeten its $45.7B cash-and-stock offer based on feedback that the Canadian company hopes to receive during a meeting with stockholders from both companies on May 28.
- At the meeting, Valeant also plans to respond to Allergan assertions that Valeant's model is not sustainable, that Bausch & Lomb is not growing, that the company slashes R&D and is not committed to innovation, and that it will be impossible to generate $2.7B of synergies without affecting sales growth. (PR)
- Previous coverage
May 19, 2014, 6:19 PM
- In a terse response to Bill Ackman's letter, Allergan (AGN -0.2%) lead director Michael Gallagher writes, "The BOD strongly disagrees wtih your statements and tactics including your blatant attempt to isolate David Pyott, who has created enormous value for the Allergan stockholders and who is keenly focused on the best interests of all stockholders. The entire Board of Directors, including David Pyott, is open to all options that will significantly enhance the long-term value of Allergan for all stockholders."
- It seems fair to assume Mr. Ackman won't be a dinner guest of Mr. Pyott's any time soon.
- Related ticker: (VRX)
May 19, 2014, 10:50 AM
- In a letter to Lead Director Michael R. Gallagher, Hedge fund honcho and owner of ~10% of Allergan (AGN +0.1%) Bill Ackman says Chairman and CEO David Pyott has a disabling conflict of interest standing in the way of progress in the merger negotiations. He asserts that Mr. Pyott cannot independently represent Allergan in considering Valeant's (VRX +0.1%) bid because he will lose his job if the deal goes through.
- He says the AGN board erred in not meeting with VRX management before rejecting its offer and designating Mr. Pyott as the only member of the BOD authorized to speak with shareholders. He accuses Mr. Pyott of acting improperly by criticizing both VRX and Pershing Square in meetings with institutional shareholders.
- Mr. Ackman believes that a majority of AGN shareholders favor the deal.
May 15, 2014, 9:32 AM
- Actavis (ACT) and J&J (JNJ) unit Janseen Pharmaceuticals extend their supply and distribution agreement for Janssen's Concerta (methylphenidate hydrochloride extended-release tablets) to December 31, 2017. Janssen will continue to manufacture and supply all dosage strengths of the authorized generic product and Actavis will continue to market it in the U.S. and pay Janssen 50% of net sales.
- Under the terms of the contract, Actavis may pursue FDA clearance of its own ANDA for a generic version of the product and launch it at after 2017.
May 15, 2014, 8:56 AM
- The English High Court has ruled that Actavis' (ACT) generic version of Eli Lilly's (LLY) blockbuster lung-cancer drug Alimta doesn't breach the latter company's dosage patents if Actavis sells certain alternative salt forms of the drug when its compound IP ends in 2015.
- The court granted corresponding declarations of non-infringement regarding patents on Alimta's vitamin dosage regimen in France, Italy and Spain.
- The U.K. court's ruling is contrast to the verdict of a regional court in Germany that backed Lilly on the IP. The U.S. company has other U.K. patents on the drug that are due to last till 2021.
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