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Strategies & Market Trends : Speculating in Takeover Targets -- Ignore unavailable to you. Want to Upgrade?


To: richardred who wrote (2306)7/29/2010 4:48:40 PM
From: richardred  Read Replies (1) | Respond to of 7252
 
Sanofi CEO Talks Merger Philosophy
July 29, 2010 - 3:29 pm
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Matthew HerperBio | Email
Matthew Herper is a senior editor at Forbes

Sanofi-Aventis posted earnings that beat analyst forecasts by 8%, bragged about a growing pipeline of new medicines, and predicted it could navigate a wave of upcoming patent expirations.

Nobody really paid any attention to all that boring stuff, though, because all anyone really wants to know about now is Sanofi's widely reported informal merger negotiations with Genzyme, the Cambridge, Mass.-based maker of drugs for rare diseases.

Sanofi chief executive Christopher Viehbacher was cool and collected in a phone interview this afternoon, twice refusing to comment on "rumors and speculation" related to a Genzyme deal. But he did talk about his general philosophy about pharmaceutical deals, which he says has not changed in several years. The only thing he has ruled out are mega-mergers, like those done by Pfizer and Merck, and that leaves small (less than $5 billion) and medium (less than $20 billion) acquisitions.

"I've been hunting for three or four years -- long before I came to Sanofi," Viehbacher says. "It's very curious, because there are things you want to buy and things you can buy. The things you want to buy, often the numbers don't actually work." The trick? "Finding deals that do both."

He said that too often, desperate drug companies do deals just because they can get done. Viehbacher says what he really wants are deals that increase not only earnings, via cost-cuts, but also sales. Only by creating better growth, he says, will pharmaceutical firms boost their price-to-earnings ratios and, therefore, their share prices.

He also says he wants to find businesses where products are protected by forces other than patents, in order to alleviate the rapid drops in sales that are creating problems for drug firms in general.

When asked how much price matters when considering a potential deal, Viehbacher said "value is always going to have a relationship to price" but that "you can't just do an acquisition by the numbers." What he is really looking for are opportunities where there is something important the current management is not doing, or where Sanofi can bring resources to bear that the smaller company lacks, like capital, regulatory expertise, or marketing power.

For example, he says, Sanofi's acquisition of over-the-counter marketer Chattem combines consumer-marketing prowess with Sanofi's allergy drug Allegra, which could become a big consumer product in the right hands. "I've seen too many deals where a lot of money is spent and no value is created."

A Genzyme deal would fits both of these criteria. Fixing its manufacturing problems could lead to rapid revenue growth just as Sanofi is losing sales to patent expirations. And the manufacturing problems certainly represent the kind of problem a new management team might think it could fix. The big questions, then, are whether Sanofi can get it for a reasonable price -- and whether another bidder emerges.

blogs.forbes.com



To: richardred who wrote (2306)8/4/2010 12:34:21 AM
From: richardred  Read Replies (1) | Respond to of 7252
 
DEALTALK-UPDATE 1-Sanofi's best bet still may be smaller deals



by Jessica Hall and Toni Clarke

PHILADELPHIA/BOSTON, Aug 3 (Reuters) - Sanofi-Aventis has grabbed the headlines with its $18.4 billion bid for Genzyme Corp, but the French drugmaker may be wiser to stick with smaller, bolt-on acquisitions.

Sanofi (SASY.PA) is trying to balance the need for new areas of growth and the loss of key drug patents with its desire to remain disciplined in its purchases.

It might do well to review a Bain & Co study of 13 industries that found large acquisitions in the healthcare sector tended to erode value for acquirers. Only three sectors -- industrials, transportation and technology -- did worse, Bain found.

Bain defined large acquisitions as those that topped 5 percent to 10 percent of an buyer's market capitalization. Sanofi has a market capitalization of about $78.5 billion.

"Pharma has begun to stagnate. Companies are having to do deals from a position of weakness rather than strength and that's not a good starting place," said Tim Van Biesen, head of Bain & Co's North American healthcare practice.

"It can make sense if you're leveraging core capabilities, but if you're trying to enter new categories with new customers and new geographies -- for every degree of complexity you're adding more risk," Van Biesen said.

With Genzyme (GENZ.O), Sanofi would be tackling the rare-diseases market and absorbing the risk of past manufacturing problems.

If Genzyme proved to be too pricey, other acquisition targets such as Gilead Sciences Inc (GILD.O), Biogen Idec (BIIB.O), Celgene Corp (CELG.O) and Amgen Inc (AMGN.O) might also be too unwieldy for Sanofi. ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

Graphic on biotechnology companies:

link.reuters.com/zyf23n

Deal calculator: here ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

HIGH HEALTHCARE DEAL PREMIUMS

Sanofi has offered $69 per share for Genzyme, sources familiar with the situation previously told Reuters. [ID:nN02102543]

The offer marks a 27 percent premium to the stock price before news of Sanofi's interest first emerged. Industry watchers, however, see a deal getting sealed only at a price closer to $75, or even higher, representing a premium of nearly 39 percent.

The average premium in healthcare deals was 36.8 percent in the first half of the year, compared with the average premium of 27.9 percent for deals across industries, according to data from Thomson Reuters.

"Sanofi should be careful not to overpay, especially when Genzyme has manufacturing issues and they haven't looked at the books yet," said one healthcare investment banker who declined to be named because he was not authorized to speak to the media. "Plus, there's no obvious white knight to offer competition to drive the deal price higher."

Sanofi may be smarter to stick to its strategy of multiple small acquisitions, some bankers said.

Last year, Sanofi made more than 30 bolt-on transactions worth about $9 billion. This year, it has done only $3 billion to date. It has said it would remain "disciplined" and target up to $20 billion worth of deals.

Acquirers that make several small acquisitions deliver sustainable, higher returns and post excess returns close to 3.5 percent, compared with less than 1 percent for companies that pursue only large acquisitions, the Bain study found.

Over the past two decades, companies such as Abbott Laboratories (ABT.N), Medtronic (MDT.N), Pfizer (PFE.N) and Roche Holding AG (ROG.VX) have made more than two dozen acquisitions each, Bain found.

GILEAD SEEN AS VULNERABLE

For companies with a bigger appetite, the most vulnerable of the large-cap biotech companies is Gilead Sciences Inc (GILD.O), industry experts say. The company is a leader in the development of HIV drugs but faces many of the problems of pharmaceutical companies since its pills can be replicated by generic manufacturers.

Drugmakers like Genzyme and Biogen Idec (BIIB.O) make complex biologic drugs that are infused or injected, and therefore harder to copy.

Gilead's shares have fallen nearly 40 percent over the past two years amid concerns that its pipeline of experimental drugs may not make up for sales lost to generic rivals.

"It would not surprise me to see activists come in to Gilead," said Scott Harrison, an analyst at Argent Capital. "The stock performance has been poor over past two years and the valuation of the company is very appealing from the standpoint of its growth rate."

Biogen Idec, which makes the multiple sclerosis drugs Avonex and Tysabri, has been on the block for several years, having already tried once to sell itself.

However, safety concerns surrounding Tysabri, its key growth driver, have deterred buyers, and Biogen is tied up in a complex arrangement with partner Elan Corp Plc (ELN.I) that gives Elan the right to acquire Biogen's 50 percent share of Tysabri in the event of a change of control at Biogen.

The pool of big biotechnology company assets is also shrinking. Last year Roche Holding AG (ROG.VX) acquired the stake in Genentech it did not already own for $47 billion, and in 2007 AstraZeneca Plc (AZN.L) bought MedImmune for $15.6 billion.

Sanofi may be wiser to keep its ambitions smaller. In June, Sanofi said it would buy U.S. biotech TargeGen Inc, which is developing treatments for blood diseases, for as much as $560 million to boost its cancer treatments. (Reporting by Jessica Hall and Toni Clarke; Editing by Michele Gershberg and Steve Orlofsky) (For more M&A news and our DealZone blog, go to here)
reuters.com



To: richardred who wrote (2306)8/29/2010 9:55:23 PM
From: richardred  Read Replies (1) | Respond to of 7252
 
A big one for a merger Monday.
Sanofi-Aventis offers $18.5 billion for Genzyme
Sanofi-Aventis discloses offer to buy Genzyme for $18.5 billion
ap

Anne D'Innocenzio, AP Business Writer, On Sunday August 29, 2010, 7:52 pm EDT

NEW YORK (AP) -- French drug giant Sanofi-Aventis SA on Sunday publicly launched its $18.5 billion cash bid for American biotech firm Genzyme Corp. -- a move that follows months of rumored interest and failed attempts to bring Genzyme's management to the table.

Under terms of the proposed acquisition, Genzyme shareholders would receive $69 per share, representing a 38 percent premium over Genzyme's closing stock price of $49.86 on July 1. That's the day before speculation began to swirl that Sanofi was looking to buy an American drugmaker, possibly Genzyme, in a bid to help replace revenue being lost to mounting generic competition. Since then, the French company unexpectedly was faced with generic competition for its blockbuster injected anticlotting drug, Lovenox, which brought Sanofi $3.9 billion last year. Its blood thinner Plavix, the world's second-bestselling drug, has patent protection only until 2012.

Genzyme is considered attractive because it has promising drugs for high cholesterol and other disorders in late development and it already sells some lucrative drugs for rare genetic disorders. That's a hot niche as big pharmaceutical companies diversify beyond blockbuster pills that get slammed by cheaper generic rivals after several years. The Cambridge, Mass., company just received U.S. approval in late May for a new drug for Pompe disease, and its experimental biologic drug for multiple sclerosis is getting expedited review by the Food and Drug Administration.

Sanofi-Aventis is taking the bid public to rally shareholders after what it calls "several unsuccessful attempts" to engage Genzyme's management in talks. Sanofi-Aventis said it sent a detailed proposal on July 29 to management, which was flatly rejected on Aug. 11. The companies' financial advisers met last Tuesday, but Genzyme wasn't willing to start discussions, Sanofi-Aventis said.

In Sunday's letter to Genzyme Chairman, President and CEO Henri A. Termeer, Sanofi-Aventis CEO Christopher A. Viehbacher wrote that the company "was left with no other choice but to take our compelling proposal directly to your shareholders by making the terms public."

Genzyme officials couldn't be immediately reached for comment on Sunday. Analyst Steve Brozak of WBB Securities said Sunday that the bid is "just an opening salvo," and the deal certainly isn't going to "happen overnight."

Termeer "isn't going to go quietly," he added.

While Sanofi prefers to work with the board instead of launching a hostile bid, Viehbacher said on a conference call Sunday that "we are also prepared to consider all alternatives to complete this transaction." When asked whether Sanofi-Aventis would be prepared to raise the offer, Viehbacher called the current bid "compelling" and said the company doesn't see any need to "contemplate the next step" at this point.

"Sanofi-Aventis believes strongly in this acquisition and its strategic and financial benefits," Viehbacher said. "We remain focused on entering into constructive discussions with Genzyme in order to complete this transaction."

It's less certain how excited Sanofi-Aventis' investors are about the deal. Sanofi shares peaked in January at $41.59 but have been on a steady decline since the spring. The company's interest in Genzyme seemingly hasn't helped the stock, which dropped last week near its 52-week low of $28.01.

Viehbacher said Sanofi's global reach and resources would allow Genzyme to accelerate investment in new treatments, enhance penetration in existing marketing and expand further into emerging markets. It could also help counter Genzyme's well-documented manufacturing challenges.

"We could get them back on track," Viehbacher said.

Genzyme last month reported a sharp drop in second-quarter profit because of falling sales and charges partly linked to its manufacturing problems. Sales of two key drugs -- Cerezyme and Fabrazyme -- plunged because of viral contamination at a Genzyme facility in Allston, Mass., causing the company to halt production and leading to inventory shortfalls. Genzyme announced this past May that it had agreed to pay a $175 million penalty to federal regulators and is mapping out a plan for overhauling the plant. In the meantime, it has switched production to other plants.

Genzyme shares, which traded in the $80 range just prior to the 2008 market meltdown, have tumbled over the last two years amid the weak economy and its manufacturing problems. The stock bottomed in May at $45.39 but has been partly revived by deal talk and closed Friday at $67.62. Genzyme has said that Cerezyme production is back to normal levels and it plans to start increasing shipments of the drug this month. Shipments of Fabrazyme are expected to increase in the fourth quarter as well.

Like other major international pharmaceutical companies, Sanofi has increasingly been making deals to acquire small companies or rights to promising experimental drugs. The moves are aimed at offsetting inadequate progress from internal research programs and looming revenue declines as blockbuster drugs face generic competition.

Since he became Sanofi's CEO in December 2008, Viehbacher has arranged dozens of mostly mid-sized acquisitions. Those include a $1.9 billion March deal in which the company bought Tennessee-based Chattem Inc., maker of Gold Bond skin products and Icy Hot pain relief packs, in a strategy to expand its U.S. health care business.

Paris-based Sanofi-Aventis is the world's fourth-biggest pharmaceutical company, with 2009 revenue of about $35.5 billion. Genzyme booked 2009 net income of $422.3 million on revenue of $4.52 billion.

AP Business Writer Linda A. Johnson contributed to this report.
finance.yahoo.com