DOCSLIB.ORG

Actavis' Acquisition of Allergan

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Actavis' Acquisition of Allergan Actavis’ Acquisition of Allergan Mohd Sakib Agenda n History of Deal – Bill Ackman, Pershing Square Capital Management and Valeant Pharmaceuticals n Allergan and Actavis Overview n Deal Structure – Financial Overview – Deal Synergies n Post-Merger Competitive Landscape 4/22/15 Wall Street Club 2 History of Deal • Ackman and Valeant propose $50B (rejected) April 21 • Increases bid to $53B (rejected), Allergan will pursue May 30 other possible acquisitions • Valeant and Ackman tries to elect new Allergan board June 2 with proxy battle (rejected) • Allergan sues Ackman & Valeant with allegations of Aug 1 insider trading 4/22/15 Wall Street Club 3 History of Deal (continued) • Allergan pursues deal, Ackman threatens suit Sept 23 • Valeant sweetens deal and proposes friendly Oct 27 acquisition • Federal judge blocks Ackman from voting on Allergan’s Nov 4 board • Actavis acquires Allergan for $66B Nov 17 4/22/15 Wall Street Club 4 Allergan (AGN) Overview n Multi-specialty health care company n Focused on developing and commercializing pharmaceuticals, biologics, medical devices and over- the-counter products n Key therapeutic areas include: ophthalmic, neurological, aesthetics, medical dermatology/plastic surgery Financial Metrics (in Millions) Equity Value Enterprise Revenue Value 62,427 60,394 7,011 EBITDA Net Income Free Cash Flow 2,081 60,394 1,447 4/22/15 Wall Street Club 5 Allergan (AGN) Overview n Building and investing into new therapeutic markets with large growth potential – Botox applications 4/22/15 Wall Street Club 6 Actavis (ACT) Overview n Multi-specialty health care company – Focused on developing and commercializing pharmaceuticals, specifically generic, brand and bio similar products n Acquisition streak over 2 years – started with $5.9B market cap. – Inversion deal with Warner Chilcott in Dublin, Ireland – worth $8.5B – Lowered tax rate to 17% from 37% within 2013 n Largest deal with Forest Laboratories – worth $28B – Both transactions augmented Women’s Health, Gastroenterology, and generic drug franchises – Also acquired Furiex Pharmaceuticals and Durata Theurapetics 4/22/15 Wall Street Club 7 Deal Structure n $66B in cash and stock – $219 per share (10% premium) – 59% cash ($129.22 in cash per share) – 15% tax rate – Allergan’s previous tax rate was 26% – Allergan will remain in California n Friendly acquisition – unanimously approved by both Boards – R&D is a primary driver – contrast to Valeant’s proposal – $400 MM vs $900 MM in R&D cost cuts n Ackman and Valeant can’t match or pass offer due to excessive debt – Still profiting via 9.7% stake – $2.6B, Valeant receives 15% ($389 MM) n J.P. Morgan advised Actavis, and Bank of America Merrill Lynch and Goldman Sachs advised Allergan – huge fees 4/22/15 Wall Street Club 8 Deal Synergies n Combination of “Big Pharma” and “Special Pharma” – Specialty drugs added to generic drug product line n Commitment to ~$1.7B of R&D investment to product pipelines – Organic Rx/Gx revenue growth at 10% CAGR – Cost synergies of $1.8B for Actavis n Industry-leading management team – CEO Brent Saunders and Executive Chairman Paul Bisaro – Brent Saunders served as CEO for Bausch & Lomb and Forest Laboratories – Bisaro served as President for Barr Pharmaceuticals 4/22/15 Wall Street Club 9 Expanded Global Portfolio 4/22/15 Wall Street Club 10 Future Prospects 4/22/15 Wall Street Club 11 Post-Merger Competitive Landscape 4/22/15 Wall Street Club 12 Questions? .
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]
  • 2020 Annual Report Products
    Products 2020 Annual Report From the CEO Dear Fellow Shareholders, Perrigo’s transformation to a pure-play Consumer Self-Care Company has come a long way LQMXVWWZRVKRUW\HDUV:HKDYHUHVWRUHGVXVWDLQDEOHWRSOLQHJURZWKGHOLYHUHGRQRXU¿QDQFLDO SURPLVHVUHFRQ¿JXUHGRXUSRUWIROLRRIEXVLQHVVHVXSGDWHGWKH,7LQIUDVWUXFWXUHDQGSURFHVVHV of the Company, expanded capacity, upgraded leadership talent, installed business intelligence capabilities, built a new product pipeline of over $500 million and re-instilled a sense of pride and energy among our 11,000 team members. Making this even more remarkable, is that we kept the WUDQVIRUPDWLRQRQWUDFNLQWKHIDFHRIWKHJOREDO&29,'SDQGHPLF,KRSH\RXDUHDVSURXGRI3HUULJR¶VJOREDOWHDP DV,DPIRUKRZWKH\ZRUNHGWRNHHSHDFKRWKHUVDIHNHSWRXUHVVHQWLDOSURGXFWVÀRZLQJDQGNHSWRXUWUDQVIRUPDWLRQ to a consumer self-care company on track through all of the personal and professional uncertainty that came their way LQ7KH\DUHKHURHV As a result of their efforts, Perrigo delivered strong net sales growth for the second year in a row in 2020 and World-wide Consumer sales reached a new record high. Equally important, the team stabilized adjusted operating income after a few years of decline even as we invested over $50 million in our business and overcame $35 million RIXQSODQQHGKHDGZLQGVGXHSULPDULO\WR&29,'UHODWHGVDIHW\FRVWVDQGEXVLQHVVLPSDFWIURPWKHZHDNFROG FRXJKDQGÀXVHDVRQUHODWHGWR&29,'¶VLPSDFWRQSXEOLFOLIH$OOLQDOOZHKDGDYHU\VWURQJ\HDU Our transformation efforts reached an essential milestone after the year closed when we announced the sale of RXU3UHVFULSWLRQ3KDUPDFHXWLFDOVEXVLQHVVWR$OWDULV&DSLWDO3DUWQHUV//&7KHWUDQVDFWLRQUHLQIRUFHVRXUDELOLW\
    [Show full text]
  • Amgen 2008 Annual Report and Financial Summary Pioneering Science Delivers Vital Medicines
    Amgen 2008 Annual Report and Financial Summary Pioneering science delivers vital medicines About Amgen Products Amgen discovers, develops, manufactures Aranesp® (darbepoetin alfa) and delivers innovative human therapeutics. ® A biotechnology pioneer since 1980, Amgen Enbrel (etanercept) was one of the fi rst companies to realize ® the new science’s promise by bringing EPOGEN (Epoetin alfa) safe and effective medicines from the lab Neulasta® (pegfi lgrastim) to the manufacturing plant to patients. NEUPOGEN® (Filgrastim) Amgen therapeutics have changed the practice of medicine, helping millions of Nplate® (romiplostim) people around the world in the fi ght against ® cancer, kidney disease, rheumatoid Sensipar (cinacalcet) arthritis and other serious illnesses, and so Vectibix® (panitumumab) far, more than 15 million patients worldwide have been treated with Amgen products. With a broad and deep pipeline of potential new medicines, Amgen remains committed to advancing science to dramatically improve people’s lives. 0405 06 07 08 0405 06 07 08 0405 06 07 08 0405 06 07 08 Total revenues “Adjusted” earnings Cash fl ow from “Adjusted” research and ($ in millions) per share (EPS)* operations development (R&D) expenses* (Diluted) ($ in millions) ($ in millions) 2008 $15,003 2008 $4.55 2008 $5,988 2008 $2,910 2007 14,771 2007 4.29 2007 5,401 2007 3,064 2006 14,268 2006 3.90 2006 5,389 2006 3,191 2005 12,430 2005 3.20 2005 4,911 2005 2,302 2004 10,550 2004 2.40 2004 3,697 2004 1,996 * “ Adjusted” EPS and “adjusted” R&D expenses are non-GAAP fi nancial measures. See page 8 for reconciliations of these non-GAAP fi nancial measures to U.S.
    [Show full text]
  • AILERON THERAPEUTICS, INC. (Name of Registrant As Specified in Its Charter)
    Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 AILERON THERAPEUTICS, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents AILERON THERAPEUTICS, INC.
    [Show full text]
  • UNITED STATES SECURITIES and EXCHANGE COMMISSION Form
    Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ☒ 1934 For the fiscal year ended December 31, 2008 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT ☐ OF 1934 Commission file number 000-12477 Amgen Inc. (Exact name of registrant as specified in its charter) Delaware 95-3540776 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Amgen Center Drive, 91320-1799 Thousand Oaks, California (Zip Code) (Address of principal executive offices) (805) 447-1000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(g) of the Act: Common stock, $0.0001 par value; preferred share purchase rights (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
    [Show full text]
  • Reporte Anual
    Clave de Cotización: ORBIA Fecha: 2019-12-31 [411000-AR] Datos generales - Reporte Anual Reporte Anual: Anexo N Oferta pública restringida: No Tipo de instrumento: Acciones,Deuda LP Emisora extranjera: No Mencionar si cuenta o no con aval u otra garantía, La emisión de Certificados Bursátiles se encuentra especificar la Razón o Denominación Social: avalada por las subsidiarias de la Compañía denominadas Mexichem Compuestos, S.A. de C.V., Mexichem Amanco Holding, S.A. de C.V., Mexichem Derivados, S.A. de C.V., Mexichem Resinas Vinílicas, S.A. de C.V., Mexichem Flúor, S.A. de C.V., y Mexichem Brasil Industria de Transformação Plástica Ltda. (“Mexichem Brasil”), esta última subsidiaria aval es una sociedad de nacionalidad brasileña y la totalidad de sus activos se encuentran ubicados fuera de México. De igual manera, en caso de insolvencia o quiebra de Mexichem Brasil, las reclamaciones de los Tenedores conforme a los Certificados Bursátiles quedarán sujetas a la preferencia que establezcan las leyes aplicables en la República Federal de Brasil. En su caso, detallar la dependencia parcial o total: No 1 de 209 Clave de Cotización: ORBIA Fecha: 2019-12-31 [412000-N] Portada reporte anual Orbia Advance Corporation, S.A.B. de C.V. Avenida Paseo de la Reforma 483, piso 47, Colonia Cuauhtémoc, Alcaldía Cuauhtémoc, Ciudad de México, 06500 Tel. 5366 4000 2 de 209 Clave de Cotización: ORBIA Fecha: 2019-12-31 Serie [Eje] I II Especificación de las características de los títulos en circulación [Sinopsis] Clase I II Serie Única Única Tipo Nominativa
    [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]
  • Pharmaceutical Settlements
    Drug Patent Settlements Between Rivals: A Survey C. Scott Hemphill Columbia Law School Working paper available at ssrn.com/abstract=969492 March 12, 2007 Electronic copy of this paper is available at: http://ssrn.com/abstract=969492 Drug Patent Settlements Between Rivals: A Survey C. Scott Hemphill* Introduction .......................................................................................................................................... 3 I. Settlements in summary ........................................................................................................... 5 II. The mechanisms of payment for delay................................................................................. 13 A. Compensation to the generic firm............................................................................... 14 1. Cash and overpayment...................................................................................... 14 2. Preserving exclusivity........................................................................................ 16 3. Underpricing....................................................................................................... 18 4. Additional channels........................................................................................... 19 B. Delay in generic entry................................................................................................... 20 1. Neutralizing the first filer ................................................................................. 20 2. Bottleneck
    [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]
  • Annual Report
    ANNUAL REPORT 2019 MARCH 2020 To Our Shareholders Alex Gorsky Chairman and Chief Executive Officer By just about every measure, Johnson & These are some of the many financial and Johnson’s 133rd year was extraordinary. strategic achievements that were made possible by the commitment of our more than • We delivered strong operational revenue and 132,000 Johnson & Johnson colleagues, who adjusted operational earnings growth* that passionately lead the way in improving the health exceeded the financial performance goals we and well-being of people around the world. set for the Company at the start of 2019. • We again made record investments in research and development (R&D)—more than $11 billion across our Pharmaceutical, Medical Devices Propelled by our people, products, and and Consumer businesses—as we maintained a purpose, we look forward to the future relentless pursuit of innovation to develop vital with great confidence and optimism scientific breakthroughs. as we remain committed to leading • We proudly launched new transformational across the spectrum of healthcare. medicines for untreated and treatment-resistant diseases, while gaining approvals for new uses of many of our medicines already in the market. Through proactive leadership across our enterprise, we navigated a constant surge • We deployed approximately $7 billion, of unique and complex challenges, spanning primarily in transactions that fortify our dynamic global issues, shifting political commitment to digital surgery for a more climates, industry and competitive headwinds, personalized and elevated standard of and an ongoing litigious environment. healthcare, and that enhance our position in consumer skin health. As we have experienced for 133 years, we • And our teams around the world continued can be sure that 2020 will present a new set of working to address pressing public health opportunities and challenges.
    [Show 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.
    [Show full text]