DOCSLIB.ORG

Access to Experts

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Access to Experts Access to Experts Joele Frank Managing Partner Joele Frank | Wilkinson | Brimmer | Katcher Joele Frank is the founder and managing partner of Joele Frank, Wilkinson Brimmer Katcher. Founded in 2000, the firm has ranked #1 in M&A since 2013. Among her many professional accolades, Ms. Frank has been named to PRWeek’s Hall of Fame and Inside PR’s Hall of Fame as an All-Star for Investor Relations. She has appeared on PRWeek’s PR Power List of the 25 top PR industry leaders and was selected for the 2011 National Association of Corporate Directors Directorship 100. For more than 25 years, Ms. Frank has been a trusted advisor to her clients. She counsels executive teams and Boards of Directors as they manage through some of the most complex and delicate situations in their company’s history. Having played a major role in more than 1,000 special situations, Ms. Frank understands the impact communications has on a corporate reputation and a company’s ability to achieve its overall business objectives. While best known for her work on M&A transactions and defending companies against shareholder activism, Ms. Frank relishes the notion that over 40 percent of the firm’s clients rely on the firm for ongoing investor and public relations support. Ms. Frank has advised on many of the highest profile friendly and unsolicited M&A campaigns, including: Teva Pharmaceuticals in its offer to acquire Mylan and its subsequent acquisition of Allergan Generics; Allergan with respect to the unsolicited offer from Valeant Pharmaceuticals and Pershing Square; Time Warner in its defense against 21st Century Fox; Verizon in its acquisition of Vodafone’s 45% stake in Verizon Wireless; US Airways in its merger with American Airlines; Airgas in its defense against Air Products; Merck in its merger with Schering-Plough; SIRIUS in its merger with XM; PeopleSoft in its defense against Oracle; and the William R. Hewlett Trust in its opposition to the HP/Compaq merger. In addition, no one has defended more companies against the big-name activist shareholders. Ms. Frank and her colleagues have defended companies against Carl Icahn more than 30 times, Starboard more than 40 times, Pershing Square more than 10 times, and ValueAct, Elliott, Trian and others numerous times. Some notable assignments include: DuPont, State Street and Family Dollar against Trian; Allergan, Procter & Gamble, Herbalife, General Growth Properties and Target against Pershing Square; Hertz, Family Dollar, Oshkosh, Clorox and Lionsgate against Carl Icahn; and Sony, Sotheby’s and Yahoo! against Third Point. Ms. Frank has also advised Boards and management teams on matters of governance and succession, including advising Phil Knight, co-founder and Chairman of NIKE, with respect to his ownership and leadership of NIKE and his ultimate transition as Chairman. There is no stronger advocate than Ms. Frank. She works tirelessly to ensure her clients’ stories are resonating with the right audiences. She does so by leveraging her deep relationships with the print and broadcast business press, and analyst and arbitrageur communities. Earlier in her career Ms. Frank served as Vice Chairman of Abernathy MacGregor Frank, where she led the firm’s mergers and acquisitions and crisis communications practices, and as a Managing Director at Ogilvy Adams & Rinehart, a corporate and financial public relations firm. Ms. Frank spent seven years in AT&T’s treasury department and worked closely with the investment community during the divestiture of the Bell System. She began her corporate career as a senior financial analyst at Allied Chemical. Before that, Ms. Frank specialized in www.conference-board.org DNA replication as a research biochemist at the State University of New York at Stony Brook. Ms. Frank received an AB in chemistry from Mount Holyoke College and an MBA in finance from Long Island University. She is a member of The Committee of 200, the Financial Women’s Association, The Economic Club of New York, and the Board of The Museum at FIT. www.conference-board.org.
Load more

Recommended publications
  • Abbvie Allergan Acquisition
    Creating a New Diversified Biopharmaceutical Company The Combination of AbbVie and Allergan Investor Presentation June 25, 2019 NO OFFER OR SOLICITATION This presentation is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this presentation is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued in the acquisition are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act of 1933, as amended. The acquisition will be made solely by means of the Scheme Document (or, if applicable, the Takeover Offer document), which will contain the full terms and conditions of the acquisition, including details with respect to the AbbVie shareholder vote in respect of the acquisition. Any decision in respect of, or other response to, the acquisition, should be made only on the basis of the information contained in the Scheme Document. IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC In connection with the proposed Acquisition, Allergan will file with the Securities Exchange Commission (the “SEC”) a Proxy Statement, which will include the Scheme Document.
    [Show full text]
  • Responding to Mylan's Inadequate Tender Offer
    Responding To Mylan’s Inadequate Tender Offer: Perrigo’s Board Recommends That You Reject the Offer and Do Not Tender September 2015 Important Information Forward Looking Statements Certain statements in this presentation are forward-looking statements. These statements relate to future events or the Company’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, including future actions that may be taken by Mylan in furtherance of its unsolicited offer. These and other important factors, including those discussed under “Risk Factors” in the Perrigo Company’s Form 10-K for the year ended June 27, 2015, as well as the Company’s subsequent filings with the Securities and Exchange
    [Show full text]
  • Influential Women in Securities: Michele Johnson by Carmen Germaine
    Portfolio Media. Inc. | 111 West 19th Street, 5th Floor | New York, NY 10011 | www.law360.com Phone: +1 646 783 7100 | Fax: +1 646 783 7161 | [email protected] Influential Women In Securities: Michele Johnson By Carmen Germaine Law360, New York (June 17, 2016, 10:54 PM ET) -- Latham & Watkins LLP's Michele Johnson has fought shareholder challenges to billions of dollars' worth of acquisitions, but her most significant success to date came in representing Allergan as it fought a hostile takeover from Valeant and Pershing Square, developing an argument that blazed new ground in securities law and landing her among Law360's Influential Women in Securities Law. In the highly publicized case, Johnson and the Latham team were on the frontline defending Allergan Inc. from the hostile bid using a novel, untested theory — that Valeant Pharmaceuticals International Inc., billionaire activist investor Bill Ackman and Michele Johnson his fund Pershing Square Capital Management LP had committed insider trading in Latham & Watkins LLP developing their scheme. "It was all-out war," Johnson recalled. As Johnson explained, Valeant and Pershing publicly announced the takeover offer on April 22, 2014, a day after Pershing revealed that it had covertly amassed a 9.7 percent stake in Allergan. Allergan's board rebuffed the offer, concerned about the long-term viability of Valeant's strategy, which involved acquiring pharmaceutical rivals, slashing their research budgets and jacking up drug prices. As Valeant and Pershing pushed forward with their hostile bid, the Botox manufacturer filed a lawsuit to halt the purchase. The suit, filed Aug. 1, made immediate waves.
    [Show full text]
  • Signatory Companies
    PhRMA Direct to Consumer Advertising Principles Signatory Companies In October 2018, the PhRMA BoArd of Directors Adopted meAsures to enhAnce the PhRMA Guiding Principles on Direct to Consumer Advertisements About Prescription Medicines. The revised, voluntAry Principles become effective on April 15, 2019. The revised, voluntAry Principles include A new guiding principle stAting thAt “[A]ll DTC television Advertising thAt identifies A prescription medicine by nAme should include direction as to where patients can find information about the cost of the medicine, such as a company- developed website, including the list price And Average, estimAted or typicAl pAtient out-of- pockets costs, or other context About the potentiAl cost of the medicine.” The Principles Also stAte thAt PhRMA will identify on its website All compAnies thAt voluntArily And independently commit to Abide by the Principles And will identify compAnies thAt complete, At the AppropriAte time, AnnuAl certificAtions thAt they hAve policies And procedures in plAce to foster compliAnce with the Principles. The following is A list of All signAtory compAnies who hAve Announced thAt they intend to Abide by the Principles: AbbVie GlAxoSmithKline Alexion Pharmaceuticals, Inc. Incyte CorporAtion Alkermes plc. Ipsen BiophArmAceuticAls, Inc. Allergan plc Johnson & Johnson Amgen Inc. Lundbeck Inc. Astellas Americas Merck & Co., Inc. AstrAZenecA PhArmAceuticAls LP NovArtis PhArmAceuticAls CorporAtion Bayer CorporAtion Novo Nordisk Inc. Biogen OtsukA AmericA PhArmAceuticAl, Inc. (OAPI) BioMArin PhArmAceuticAl Inc. Pfizer Inc Boehringer Ingelheim PharmAceuticAls, Inc. Purdue PhArmA L.P. Bristol-Myers Squibb CompAny Sanofi Celgene CorporAtion Sunovion Pharmaceuticals Inc. Daiichi SAnkyo, Inc. TakedA PhArmAceuticAls USA, Inc. EisAi Inc. TevA PhArmAceuticAls Eli Lilly And CompAny UCB EMD Serono .
    [Show full text]
  • Allergan 1999 Annual Report Financial Overview
    ALLERGAN 1999 ANNUAL REPORT FINANCIAL OVERVIEW Year Ended December 31, In millions, except per share data 1999 1998 Net Sales Income Statement Highlights In millions of dollars 1,500 Product net sales $1,406.2 $1,261.7 1,406 1,262 Net earnings (loss) 188.2 (90.2) 1,200 1,147 1,138 1,067 1.42 (0.69) Basic earnings (loss) per share 900 Diluted earnings (loss) per share 1.39 (0.69) 600 Dividends per share 0.28 0.26 300 Adjusted amounts (1) Net earnings 174.3 134.0 0 1995 1996 1997 1998 1999 Basic earnings per share 1.32 1.02 United States International Diluted earnings per share 1.29 1.02 (1,2) (1) The adjusted amounts in 1999 exclude the after tax effect of 1) $9.6 million in restructuring credits which increased Diluted Earnings Per Share As Adjusted operating income in 1999, 2) $1.4 million in asset gains, reducing write-offs recorded in 1998, which increased operat- In dollars ing income in 1999, 3) gain on sales of investments of $14.0 million, 4) the contribution to The Allergan Foundation of $6.9 million, 5) income of $9.5 million, net of expenses of $5.9 million from partnering agreements, and 6) certain 1.40 one-time costs totaling $1.9 million included in operating income in 1999. 1.29 The adjusted amounts in 1998 exclude $171.4 million in expense resulting from the dividend to shareholders of stock in ASTI, and the after-tax effect of: 1) $74.8 million in restructuring charges charged to operating expense in 1998, 1.05 1.00 1.02 2) $58.5 million in asset write-offs charged to operating expense in 1998, 3) gain on sales of investments, net of .94 write-offs of certain investments, of $54.1 million, 4) the contribution to The Allergan Foundation of $11.0 million, and 5) income of $12.9 million from partnering agreements included in operating expense in 1998.
    [Show full text]
  • First-Quarter Biotech Job Picture
    CAREERS AND RECRUITMENT First-quarter biotech job picture Michael Francisco he first quarter of 2018 saw mixed signals from the pharma and Also in January, Pfizer announced it will terminate its discovery Tbiotech sectors regarding employment numbers. In early January, and early-development neuroscience programs, consisting of pre- Allergan announced that it would terminate over 1,000 employees and clinical and phase 1/2 programs primarily focused on Alzheimer’s eliminate about 400 open positions as part of a plan to reduce costs to and Parkinson’s disease, resulting in 300 layoffs at its Cambridge save up to $400 million in 2018 operating expenses, as it prepares for and Andover, Massachusetts, and Groton, Connecticut sites. And in potential generic competition to Restasis (cyclosporine), which gener- February, Achillion Pharmaceuticals said it would reduce headcount ated $1.5 billion last year for the Dublin-based drugmaker. The job cuts by about 20% to about 70 employees to save $10 million. will come from commercial and other functions. Paris-based Sanofi announced 400 job cuts in its United States diabe- tes and cardiovascular sales organization, and its subsidiary Genzyme said it will let go of 130 workers at its Allston Landing biomanufacturing Table 1 Who’s hiring? Advertised openings at the 25 largest facility in Boston. The change is associated with the outsourcing of cer- biotech companies tain aspects of the production process and improvements in technology b Number of Number of advertised openings and operations, according to a company spokesperson. Companya employees Monster LinkedIn Naturejobs Amicus Therapeutics of Cranbury, New Jersey plans to build a Shire 23,906 802 790 0 $200-million biologics facility in the US for its Pompe disease program.
    [Show full text]
  • II. Anti-Inversion Rules, the Pfizer-Allergan Merger, and the US
    16 REVIEW OF BANKING & FINANCIAL LAW VOL. 36 II. Anti-Inversion Rules, the Pfizer-Allergan Merger, and the U.S. Chamber of Commerce’s Challenge A. Introduction: The Pfizer-Allergan Merger Blow- Up In April, 2016, U.S. pharma-juggernaut, Pfizer, Inc. (Pfizer) and Irish pharmaceutical company Allergan, PLC (Allergan) cancelled both their $160 billion planned merger and relocation of Pfizer to Ireland.1 The failed merger, according to Bloomberg data, was the largest reported pharmaceutical merger in dollar value.2 As to what caused the failure, the companies blame the temporary Multiple Domestic Entity Acquisition Rule (Temporary Rule), which modifies the current anti-inversion regulation, 25 I.R.C. § 7874, and implements two intermittent notices, Notice 2014-52 and Notice 2015-79 (together, Notices).3 The Temporary Rule, released by the Internal Revenue Service (IRS) and the U.S. Department of Treasury (Treasury), was created to halt cross-border tax evasion maneuvers that previously allowed taxpayers to avoid the application of the Section 7874 inversion rules.4 The Pfizer-Allergan merger, which previously complied with the elements of Section 7874, blew-up when it was deprived of the tax benefits now prohibited by the Temporary Rule.5 Allergan’s CEO, Brent Saunders, stated that the Treasury 1 Richard Rubin, Business Groups Sue U.S. Government Over Tax-Inversion Rules, WALL ST. J. (Aug. 4, 2016), http://www.wsj.com/articles/business- groups-sue-u-s-government-over-tax-inversion-rules-1470332571 [https://perma.cc/BA7Z-DCBD]. 2 Antoine Gara, Pfizer and Allergan Merger Ranks As Biggest-Ever Pharmaceutical Deal, FORBES (Nov.
    [Show full text]
  • Q&A with Allergan President and Ceo Brent
    Q&A WITH ALLERGAN PRESIDENT AND CEO NEWS FEATURE BRENT SAUNDERS EyewireTV sits down with Allergan to discuss how the company’s merger with Pfizer will affect the retina industry. BY STEVE DAILY, EXECUTIVE EDITOR, EYEWIRE It has been an active 5 years for Allergan President and Chief Executive Officer (CEO) Brent Saunders, and the spotlight on the young executive known for his mastery of WATCH IT NOW mergers and acquisitions is shining brighter EyewireTV: Report on Allergan and than ever. His track record of growing revenue and rewarding shareholders through acqui- Pfizer Merger sitions, innovation, and a solid product portfolio is well documented. His success has led to rapid ascension on the pharmaceutical executive ladder. Mr. Saunders became a CEO for the first time in 2010 at Bausch + Lomb. Three years later, he oversaw the sale of the company to Valeant Pharmaceuticals International for $8.7 billion. In October 2013, he became CEO of Forest Laboratories. Soon after, Actavis bought Forest, and Mr. Saunders became CEO of the combined entity. Then, 1 year ago, in a $66 billion deal, Actavis purchased Allergan, helping thwart a hostile takeover bid by Valeant. Actavis assumed the Allergan name and made Mr. Saunders CEO. bit.ly/EWTVAllerganPfizer But Mr. Saunders is not resting on his laurels. Pfizer and Allergan officially announced that they entered into a definitive merger agreement to combine in a stock transaction valued at about $160 billion. The takeover, of innovation is now coming from small biotechnology and which is expected to close in the second half of 2016, specialty pharmaceutical companies, rather than global would be the biggest deal ever in the health sector.
    [Show full text]
  • Allergan PLC Valuation
    Allergan PLC Valuation Jack Carroll, Richard Papaianache, and Luke Mause 11/19/2015 Table of Contents Unit 1: Company, Industry and Competitors............................................................................................... 3 Executive Summary .......................................................................................................................... 6 Business Description ........................................................................................................................ 9 Acquisitions-Divestitures ............................................................................................................... 10 Expansion/Contraction Announcements ....................................................................................... 13 New Products ................................................................................................................................ 14 Lawsuits ......................................................................................................................................... 15 Events ............................................................................................................................................. 17 Major Products .............................................................................................................................. 20 Competitors ................................................................................................................................... 21 Leadership .....................................................................................................................................
    [Show full text]
  • Understanding Growth Pharma: a Deep Dive Into the Actavis-Allergan Merger
    MIF PROGRAM RESEARCH PAPER Academic Year 2016 - 2017 Understanding Growth Pharma: a deep dive into the Actavis-Allergan merger Marta Emilia COLOMAR ROIG Nicolás DE LA FLOR JULIÁN Under the supervision of Denis GROMB Public report Confidential report Table of Contents Executive summary.......................................................................................................3 Structure of the report .................................................................................................4 Section I: Introduction to the pharmaceutical industry................................................5 1. The pharma industry............................................................................................5 1.1 Overview ..................................................................................................................5 1.2 Industry outlook ......................................................................................................5 1.3 Industry consolidation ............................................................................................7 1.4 Generic drugs ..........................................................................................................8 1.5 Branded drugs........................................................................................................10 Section II: The Actavis - Allergan merger.....................................................................12 2. The companies ...................................................................................................12
    [Show full text]
  • ANALYSIS of AGREEMENT CONTAINING CONSENT ORDERS to AID PUBLIC COMMENT in the Matter of Mylan N.V., File No
    ANALYSIS OF AGREEMENT CONTAINING CONSENT ORDERS TO AID PUBLIC COMMENT In the Matter of Mylan N.V., File No. 151-0129 The Federal Trade Commission (“Commission”) has accepted, subject to final approval, an Agreement Containing Consent Orders (“Consent Agreement”) from Mylan N.V. (“Mylan”) that is designed to remedy the anticompetitive effects resulting from Mylan’s acquisition of Perrigo Company plc (“Perrigo”). Under the terms of the proposed Consent Agreement, Mylan is required to divest to Alvogen, Inc. (“Alvogen”) all of its rights and assets to the following generic pharmaceutical products: (1) acyclovir ointment; (2) bromocriptine mesylate tablets; (3) clindamycin phosphate/benzoyl peroxide gel; (4) hydromorphone hydrochloride extended release tablets; (5) liothyronine sodium tablets; (6) polyethylene glycol 3350 over-the-counter (“OTC”) oral solution packets; and (7) scopolamine extended release transdermal patches. The proposed Consent Agreement has been placed on the public record for thirty days for receipt of comments from interested persons. Comments received during this period will become part of the public record. After thirty days, the Commission will again evaluate the proposed Consent Agreement, along with the comments received, to make a final decision as to whether it should withdraw from the proposed Consent Agreement or make final the Decision and Order (“Order”). On September 14, 2015, Mylan launched a hostile tender offer to gain a controlling interest in Perrigo. The Commission alleges in its Complaint that the proposed acquisition, if consummated, would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C.
    [Show full text]
  • R&D DAY SHOW AM V3.Key
    GROWTH PHARMA BRENT SAUNDERS Chief Executive Officer and President Customer Intimacy is Critical PATIENTS Therapeutic Area Private Leader Companies Venture Capital Development Powerhouse Private Equity Commercial Machine CUSTOMER IDEAS Regional Business Players Development Start-Ups Customer Intimacy & Therapeutic Area Leadership Drive Commercial Success 2015 revenue1 Sales ($B) Ranking Top Brands Eye Care $3.0 2 global position in Alzheimer’s CNS $2.7 1 #3 global position Dermatology & global position Aesthetics $2.1 1 global position GI $1.2 3 #2 in anti-inflammatories in US Women’s Health $1.0 1 Plan to double presence by 2020 Urology $0.4 6 global position US leadership position Anti-infective $0.2 1 2 new breakthrough product launches SOURCE: Evaluate 1 Excludes generics; Botox sales allocated by TA/Indication into Dermatology & Aesthetics, CNS, and Urology A New Pharmaceutical Innovation Ecosystem Fueled by Significant Investments 6.5 3,500 6.0 5.4 3,000 4.9 Sustainability: 2,500 4.3 • Continued 3.8 2,000 VC funding 3.3 • Scientific 2.7 1,500 creativity Venture capital invested, $B Venture 2.2 1,000 Number of biotech startups • Professional 1.6 management 1.1 500 0.5 0 1995 2000 2005 2010 2014 SOURCE: Thomson Reuters, PitchBook database Pharma Innovation Ecosystem 1998 Source of NMEs by originator type REGIONAL BIOTECH & PHARMA 62% START-UPS Global Pharma 14% Biotech & Start-up Companies GLOBAL 24% PHARMA Regional Pharma Non-profit Academia ACADEMIA Specialty SPECIALTY Revenues of all NME-grade compounds launched in a given year cumulated for 7-8 years. Includes all innovative compounds classified as NME or BLA, excluding generics, biosimilars and NDA products (new derivatives, new formulations etc.) SOURCE: Evaluate 2014 New Pharma Innovation Ecosystem 2013 Source of NMEs by originator type 22% Global Pharma BIOTECH & 50% START-UPS Biotech & Start-up Companies REGIONAL PHARMA % GLOBAL 28 PHARMA Regional Pharma SPECIALTY Non-profit Academia Specialty ACADEMIA Evaluate Jul 20 Revenues of all NME-grade compounds launched in a given year cumulated for 7-8 years.
    [Show full text]