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Biotech / Medical : Allergan Ligand (ALRI)

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To: squetch who wrote (36)9/9/1997 6:02:00 PM
From: Henry Niman   of 46
 
ALRI can be called for $21.97. There are 3.25 million shares outstanding so it would cost about $71.5 million. Since AGN originally put up $50 million and LGND raised over $30 million via sale of ALRIZ, the 50/50 split requires $9 million from AGN and $62.5 million from LGND. After shareholders are paid their $71.5 million, LGND and AGN share retinoids 50/50 (except for Targretin which is 100% owned by LGND and Tazarotene which is 100% owned by AGN). The $71.5 million can be paid in cash, stock, or a combination. At the end of this month their will still be over $20 million in ALRI's bank account which could be used to pay for the call.

Since the diabetes deal will involve Targretin and a couple more Rexinoids (owned 50/50 by AGN and LGND) an AGN buyout by JNJ would eliminate them from the deal. Then LGND and JNJ would be 50/50 partners and LGND would own 100% of Tragretin and JNJ would own 100% of Tazarotene.

Part of the diabetes deal could include development of the other retinoids which would be largely funded by JNJ (and maybe somewhat with JNJ funds paid to LGND via the diabetes up front fees).

In any event, a JNJ buyout would eliminate AGN and make it easier to structure the diabetes deal. LGND would have a partner that could quickly revelop the retinoid/rexinoids for diabetes as well as skin & eye diseases (including cosmeceuticals) and LGND would be well on their way towards receiving significant income from its in-house products.

Its a win-win and will probably happen this week, possibly tomorrow.
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