Here's the latest from WSJ: January 21, 1998
SmithKline and American Home Have Held Talks About Merger
Many Obstacles Stand in Way Of Creation of Top Drug Maker
By ELYSE TANOUYE and STEVEN LIPIN Staff Reporters of THE WALL STREET JOURNAL
SmithKline Beecham PLC disclosed it has held merger talks with American Home Products Corp., an effort aimed at creating the world's largest drug company in what would be the biggest corporate combination in history.
Discussions began in early November but cooled a few weeks later because of disagreements over price and other issues, according to people familiar with the matter. The talks aren't dead, but it is unclear how active any current discussions might be. The possibility of a deal sent both companies' shares soaring Tuesday, giving American Home a market value of $61 billion and SmithKline a value of $65 billion.
Numerous obstacles besides price stand in the way, including huge legal liabilities involving American Home's diet-drug recall and its Norplant contraceptive. But observers argue that the disclosure of the on-and-off talks, required by British regulations, could revive the courtship or attract new bidders.
Both sides had reached a broad outline on a management structure that would have seen American Home's chairman and chief executive officer, John R. Stafford, start out as the top executive of the combined company, eventually handing the reins to SmithKline's chief, Jan Leschly. Mr. Stafford, 60 years old, has dominated American Home for the past decade, and last May he lost his only possible inside successor to another company. In late November, after talks with SmithKline had cooled, Mr. Stafford underwent surgery for prostate cancer, which the company said was successful.
American Home Shares Jump 17%
American Home, of Madison, N.J., said future discussions with London-based SmithKline may be held, but both companies warned that a deal might not be carried out. American Home shares surged $13.5625, or 17%, to close at $94.25 in New York Stock Exchange composite trading, while SmithKline's American depositary shares rose $2.5625, or 4.5%, to $59.5625.
A merger would combine two pharmaceutical companies that have long aspired to premier status but have been eclipsed in recent years by a string of mergers that produced far larger, richer competitors. SmithKline, the ninth-largest drug company in drug sales, and No. 7-ranked American Home were bumped out of the top tier by deals that built Glaxo Wellcome PLC, Novartis AG, Hoechst AG and still other behemoths.
Now, the two companies seek to attain the huge scale needed to compete with the giants, cut billions of dollars in overlapping costs and generate the revenue needed to fund the skyrocketing costs of research and development. Together, they would be a good fit, analysts noted.
Both companies have strong vaccine businesses -- American Home bought into that market a few years ago by mounting a hostile acquisition of American Cyanamid Corp. after learning it was close to a deal with SmithKline. Their vaccine businesses together may be so strong as to invite scrutiny by the Federal Trade Commission, should a deal be reached. SmithKline also makes the hot-selling antidepressant Paxil, while American Home makes the smaller brand Effexor in that category.
SmithKline also produces anti-infectives Augmentin, Famvir and Bactroban, while American Home makes less-well-known antibiotics. American Home is strong in women's products, including Lo/Ovral contraceptives and the popular menopause drug Premarin. SmithKline's consumer business boasts well-known brands such as Aquafresh toothpaste, Nicorette gum and Nicoderm CQ patches in the smoking-ending segment, and heartburn remedies Tums and Tagamet HB. American Home's brands are even bigger, with Advil pain reliever, Robitussin cough syrup, vitamin supplement Centrum and Chap Stick lip balm.
Concerns About Future
Despite its brand portfolio, SmithKline's Mr. Leschly is said to have become disappointed with the company's prospects. Its research pipeline, an investment in genetic technology and acquisition of a pharmacy-benefit-management company have failed to move SmithKline into the top ranks of drug makers. Combining with American Home would give SmithKline the scale and broader product portfolio to compete more effectively, some analysts said. And a combination would increase the resources available to push promising new-product candidates through the research-and-development pipeline.
American Home has 60 promising products in research stages but needs extra muscle to turn those into successful drug introductions; developing just one successful launch typically costs more than $300 million.
Rumors about the talks began circulating last week in London, causing SmithKline's stock price to rise 7% on Friday. Both companies have proved to be experts at merging with other companies in the past, and "they've done a very good job," said Jack Lamberton, an independent analyst.
Still, some observers say the chances of a deal emerging are slim. American Home's recall of the Redux and Pondimin diet drugs in September because of reports linking the drugs to heart-valve damage could pose a liability of $3 billion to $4 billion, well in excess of insurance coverage estimated at as much as $1 billion. The company also faces more than 300 lawsuits filed on behalf of tens of thousands of women who claim injury from Norplant, the contraceptive that is implanted into the upper arm.
The liability issue was apparently a sticking point in negotiations over price in the merger talks with SmithKline. People familiar with the situation say one stumbling block was the question of the "exchange ratio" of a stock combination -- in effect, how large a stake in the combined company would go to SmithKline shareholders vs. American Home holders.
Huge Savings Are Seen
American Home is expected to report 1997 earnings of $2.2 billion on revenue of $14.2 billion, according to Value Line, while SmithKline is expected to post profit of $1.5 billion on revenue of $13.2 billion. The combined SmithKline/American Home Products could reap huge annual savings-as much as $2 billion in cost savings over time, which could help increase the profit of the combined entity by 20% to 25%, according to Jami Rubin, an analyst at Schroder & Co.
Such savings would fuel near-term profit growth, according to some estimates. The combined entity would create a $3 billion research-and-development budget, far higher than the spending by rivals.
"This company would be a world-beater," said Mark Becker, a London-based drug analyst with J.P. Morgan. "You'd be fitting together the strengths of each in a way that would make many of their present weaknesses disappear."
Birth of a Behemoth?
SmithKline Beecham American Home Products 1997 revenue-a $13.2 billion $14.2 billion 1997 net income-a $1.5 billion $2.2 billion No. of employees 57,000 59,600 Total shares outstanding $1.1 billion-b 648 million Stock's 52-week high $59.5625 $94.25 Stock's 52-week low $33.56 $57.00 Major prescription drugs Paxil (anti-depressant), vaccines Premarin (for menopause symptoms) Major consumer products Tums, Tagamet HB, Aquafresh, Nicorette gum, Nicoderm CQ Effexor (anti-depressant) Advil, Robitussin, Chap Stick
a-Estimate b-Based on ADRs traded on the NYSE
Sources: Value Line, Baseline, the companies |