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Biotech / Medical : Ligand (LGND) Breakout! -- Ignore unavailable to you. Want to Upgrade?


To: Andrew H who wrote (13787)1/26/1998 9:18:00 PM
From: Henry Niman  Respond to of 32384
 
Speaking of appreciation, the big pharmas seem to be interested in anything out there on the potential merger. Here's what the Philadelphia Inquirer said last week:

2 drug firms in talks to merge

SmithKline and American Home Products employ thousands here.
It would be the most expensive merger ever.

By Donna Shaw
and Josh Goldstein
INQUIRER STAFF WRITERS

SmithKline Beecham and American Home Products
Corp. yesterday confirmed what has been rumored for days: They are
holding talks that, if successful, would result in the most expensive
corporate merger in history.

In separate statements, the companies stressed there were no assurances
that the deal would be consummated. They said no further statements
would be issued "unless and until" the discussions were concluded and an
agreement was reached.

The merger would create a pharmaceutical and health-care-products giant
-- the largest or second-largest drug company in the world, depending
upon whether sales or market capitalization is used as the standard. It
would be the No. 1 maker of over-the-counter, consumer-health
products.

SmithKline and AHP have a combined $26.5 billion in annual sales and
110,000 employees worldwide, including thousands in the Philadelphia
area.

SmithKline, which has about 7,000 local workers, is a British company
with its U.S. headquarters in Philadelphia. AHP's Wyeth-Ayerst
Laboratories has major research sites in St. Davids and Princeton, but the
company declined to say how many people were employed in the area.

The companies manufacture and sell dozens of well-known products.
Those include SmithKline's Amoxil and Augmentin antibiotics; Coreg
heart medicine; Tagamet ulcer drug; vaccines against hepatitis A and B,
diphtheria, tetanus and whooping cough; and over-the-counter products
Contac, Nicorette, Sucrets, Phillips Milk of Magnesia, Tums, Geritol and
Aquafresh toothpaste.

American Home's brands include Premarin, the top-selling estrogen-
replacement product with $1 billion in annual sales; Advil, Anacin, Dristan
and Robitussin cough and cold products; Centrum vitamins; Chap Stick;
and Preparation H.

At yesterday's stock price midday, SmithKline Beecham is valued at more
than $63 billion and AHP is worth about $58 billion. The most expensive
merger to date is the pending purchase of MCI Communications Corp. by
WorldCom for stock worth approximately $37 billion.

As they have since the rumors of a possible merger first leaked out last
week, Wall Street investors reacted with enthusiasm. American Home
shares rose $13.56 to close at $94.25 on a volume of 11.2 million shares;
SmithKline gained $2.56 to close at $59.56 on a volume of nearly 3
million shares.

Analysts said that while it is too soon to tell how much, there could be
cost-cutting of 30 percent or more in operating expenses, including sizable
job losses.

"It will be substantial," said analyst Hemant K. Shah, of HKS & Co.

The cuts, he said, "will be across the board in sales, marketing, R&D,
distribution, administration, marketing and manufacturing."

There are "a lot of things to work out" before a merger could occur, Shah
cautioned, but "I think it makes a lot of sense, and given that both
managements want to do it, the likelihood of it occurring is very good."

Edmund A. Debler, an analyst with Mehta Partners, said that "as far as
jobs in the Philadelphia area, I would say jobs will probably be at risk."

Debler and others said the companies were a good fit, with
complementary product lines in areas such as cardiovascular,
gastrointestinal and antibiotic drugs.

"The companies tend to be in similar therapeutic areas, but one company
significantly outsells the other in the respective area," Debler said.

"Each company will help the other in terms of one being more dominant. .
. . I can't imagine that they can't come up with some cost-saving synergies
with these overlaps."

At SmithKline's Center City headquarters yesterday, the company posted
notices confirming the merger talks. Some employees said the
bulletin-board postings had caused a little anxiety, but most said it was too
early to worry. Few of the companies' employees were willing to give
their names when discussing the proposed merger.

"I think everybody is still just shocked about it," said a senior analyst with
more than 30 years with the company. "When we merged with Beecham [
in 1989 ] we went through the same thing, the uncertainty about how
things were going to change, what the company structure would be, and
whether we would keep our jobs."

Nonetheless, she said, people were not overly concerned that changes
would come soon: "It's really business as usual."

But the potential merger was certainly a hot topic for discussion,
according to a computer consultant who has worked for SmithKline off
and on for more than 20 years. He said he had heard five conversations
on the subject in three hours.

But "no one seems excited one way or another. It's still premature for
anyone to take a position," he added.

A temporary worker who has worked at SmithKline for two months said
she feared a merger might hurt her chances at getting permanent
employment with the company. "I hope it doesn't happen, because my
sister worked at CoreStates and she's getting laid off because of the
merger" with First Union, the woman said.

At the Wyeth-Ayerst Laboratories campus in St. Davids, employees said
talk of a possible merger began buzzing through company corridors in
earnest yesterday morning, spurred by the brief statement from AHP.

"The company is not telling us anything," said one employee, who did not
want to be identified.

It was enough to prompt many to begin a giddy day-long vigil, watching
the price of their parent company's stock soar.

Molecular biologist Eric Beer of Upper Darby said he arrived at work
about 9 a.m. and heard coworkers, many of whom hold company stock,
discussing the possible merger as soon as he stepped onto the elevator.

"There's talk, but that's about all I know," Beer said.

Asked how a merger might affect jobs, a small sampling of Wyeth-Ayerst
employees said they were unsure but not particularly concerned. "We feel
like we're really strong" as a company, said one worker.

SmithKline Beecham and American Home Products both have roots in
Philadelphia.

John K. Smith opened his first drugstore in Philadelphia in 1830, 12 years
before a druggist named Thomas Beecham launched his Beecham's Pills
laxative business. In 1865, a young bookkeeper named Mahlon Kline
joined John K. Smith & Co., and it was renamed Smith, Kline & Co.

Wyeth got its start in 1860 in Philadelphia, where John Wyeth and his
brother Frank operated a drugstore. John Wyeth & Brother went on to
build a manufacturing plant on Washington Avenue. American Home
Products, which was founded in 1926, purchased Wyeth in 1931 from
Harvard University, which had received the company as a bequest from
John Wyeth's son, Stuart.

Inquirer correspondent Mary Blakinger and Inquirer wire services
contributed to this article.



To: Andrew H who wrote (13787)1/26/1998 9:27:00 PM
From: Henry Niman  Respond to of 32384
 
Here's last week's Scripps-Howard version:

Wednesday, January 21, 1998

SmithKline, AHM in merger talks
worth $125 billion

Last modified at 8:03 a.m. on Wednesday, January 21, 1998

Scripps-Howard News Service

SmithKline Beecham of Britain and American Home Products confirmed
Tuesday they were considering a merger to create the world's largest
pharmaceuticals company.

The deal would create a business with annual sales above $26 billion, more than
110,000 employees and a combined market value of about $125 billion.

The announcement sent a wave of speculation through drug company stocks,
pushing up prices of shares in Merck, Lilly and Warner-Lambert in the U.S. and
Glaxo Wellcome, Zeneca and Nycomed Amersham in Britain.

The higher AHP's shares, the smaller the slice of any merged company that would
go to SmithKline shareholders.

Shares in both companies have risen strongly in recent days since news of the
talks was published.

Talks are set to take weeks rather than days as negotiating teams grapple with a
issues ranging from who would run the new company to the potential costs of
legal action against AHP for side-effects apparently caused to people who took
Redux, its now-withdrawn slimming drug.

The talks may have been partly prompted by the uncertain future leadership of
AHP, whose chief executive, Jack Stafford, has been ill. A merger would enable
SmithKline's younger management team to take over, said Mariola Haggar,
pharmaceuticals analyst at Deutsche Morgan Grenfell in New York.

The companies would be able to achieve "significant" cost savings -- perhaps
more than $1 billion a year -- by combining manufacturing and pruning research
and development spending, she said. Wednesday, January 21, 1998

SmithKline, AHM in merger talks
worth $125 billion

Last modified at 8:03 a.m. on Wednesday, January 21, 1998

Scripps-Howard News Service

mithKline Beecham of Britain and American Home Products confirmed
Tuesday they were considering a merger to create the world's largest
pharmaceuticals company.

The deal would create a business with annual sales above $26 billion, more than
110,000 employees and a combined market value of about $125 billion.

The announcement sent a wave of speculation through drug company stocks,
pushing up prices of shares in Merck, Lilly and Warner-Lambert in the U.S. and
Glaxo Wellcome, Zeneca and Nycomed Amersham in Britain.

The higher AHP's shares, the smaller the slice of any merged company that would
go to SmithKline shareholders.

Shares in both companies have risen strongly in recent days since news of the
talks was published.

Talks are set to take weeks rather than days as negotiating teams grapple with a
issues ranging from who would run the new company to the potential costs of
legal action against AHP for side-effects apparently caused to people who took
Redux, its now-withdrawn slimming drug.

The talks may have been partly prompted by the uncertain future leadership of
AHP, whose chief executive, Jack Stafford, has been ill. A merger would enable
SmithKline's younger management team to take over, said Mariola Haggar,
pharmaceuticals analyst at Deutsche Morgan Grenfell in New York.

The companies would be able to achieve "significant" cost savings -- perhaps
more than $1 billion a year -- by combining manufacturing and pruning research
and development spending, she said.



To: Andrew H who wrote (13787)1/26/1998 9:32:00 PM
From: Henry Niman  Respond to of 32384
 
Here's more from the Inquirer last week:

Rumors of merger send SmithKline shares
soaring

The British drugmaker is said to be negotiating with American
Home Products Corp., which has 60 potential new products.

By Donna Shaw
INQUIRER STAFF WRITER

Shares of SmithKline Beecham rose more than 7 percent yesterday in
heavy trading as rumors flared that the British drugmaker was in merger
talks with American Home Products Corp.

Spokesmen for SmithKline, which has its U.S. headquarters in Philadelphia,
and American Home Products, of Madison, N.J., said their companies had
policies against commenting on rumors. American Home's pharmaceutical
unit is Wyeth-Ayerst Laboratories, in St. Davids.

"A rumor is all it is at this point," said American Home spokesman Lowell
Weiner.

SmithKline equity units, as the British company's shares are called on the
New York Stock Exchange, closed at $57, up $3.875. American Home
shares closed at $80.688, down 6.88 cents.

Analysts and others said speculation about possible negotiations between
the two companies was rampant, but few details could be confirmed.

"It's a possibility," said Jason D. Schrotberger, a pharmaceutical analyst at
PNC Bank in Philadelphia. "It's quite a compelling and interesting story."

American Home has told analysts it has 60 potential new products in its
pipeline that could be launched in the next six years, Schrotberger said. So
it would make sense, he added, for American Home to be interested in
joining forces with a company that owns a pharmacy benefit manager --
and SmithKline owns Diversified Pharmaceutical Services Inc., one of the
nation's largest such companies.

Pharmacy benefit managers, or PBMs, are much sought after by drug
companies because of the influence PBMs have over which medicines are
prescribed, and how much they cost. Other pharmaceutical firms with
pharmacy benefit units include Merck and Co. Inc. and Eli Lilly & Co.

Another factor fueling the merger rumors, according to Schrotberger, is that
American Home's chief executive, John R. Stafford, 60, could be looking
toward the time he retires, and is seeking an heir apparent. Jan Leschly, 57,
SmithKline Beecham's chief executive, is a close friend of Stafford, he said.

Although it slowed somewhat last year, merger fever has been rampant in
the drug industry in the 1990s. There have been more than 40 mergers in
the industry since 1994, and pharmaceutical analysts have been predicting
more to come.

The mergers have come amid fierce pressure by healthcare suppliers to
slash prices. Analysts say that pressure, combined with huge cash reserves
and low debt, make more drug-industry mergers inevitable.



To: Andrew H who wrote (13787)1/26/1998 9:36:00 PM
From: Henry Niman  Respond to of 32384
 
Here's NJ Online's version of last week's news:

Two big drug makers talking
about a merger

01/21/98

By Edward R. Silverman
STAFF WRITER

The consolidation sweeping the pharmaceutical industry took an
unexpected turn yesterday when two large manufacturers,
American Home Products Corp. and London's SmithKline
Beecham plc, confirmed that merger talks are under way.

Although there's no guarantee that a deal will be completed, such
a combination would create the world's largest drug maker,
quickly leapfrogging past Glaxo-Wellcome Ltd., Novartis AG
and Merck & Co. A merger also would forge one of the biggest
purveyors of over-the-counter medicines, including the painkiller
Advil and the antacid Tagamet.

Beyond the immediate benefits of streamlining divisions and
closing duplicate facilities -- moves that would be expected to
save hundreds of millions of dollars in annual expenses -- such an
alliance would reverberate among other large drug makers, some
of which may decide to engage in yet another round of strategic
matchmaking.

"These deals haven't been coming fast and furious lately," said
Samuel Isaly of OrbiMed Advisors, a New York-based
securities research firm. He noted that the last big merger
occurred in 1996, when Ciba-Geigy AG and Sandoz AG formed
Novartis. "But now the question to be asked is, who else will be
on the list?"

In fact, most drug stocks rose significantly yesterday as investors
were betting that more deals might follow. Leading the run-up
was AHP. Shares in the Madison drug maker rose 13-9/16, or
17 percent, closing at 941/4 on the news. However, SmithKline
shares traded down slightly in London after rising earlier in the
day.

The dramatic rise in AHP stock, which hit a 52-week high,
apparently reflected investor belief that any deal will result in
SmithKline becoming the dominant partner, therefore yielding a
better exchange rate for AHP shareholders. However, neither
company would comment on any aspect of the talks, except to
say a transaction isn't guaranteed.

SmithKline shareholders may also be sobered by the uncertainty
surrounding Redux and Pondimin, two diet pills that AHP
withdrew last fall. More than 200 lawsuits have been filed against
AHP and it's still not clear how much liability the drug maker
faces. AHP is in the process of conducting a study that it hopes
will prove the drugs don't cause heart valve damage.

Meanwhile, anxiety is running high in New Jersey, where AHP
employs about 3,800 people. That's because SmithKline has
U.S. headquarters in Philadelphia, not far from AHP's
pharmaceutical unit, Wyeth-Ayerst Laboratories. Any deal
would almost certainly involve closing one headquarters office.
Globally, both companies employ about 60,000.

Given the preliminary nature of the talks, it's not clear how these
issues will be settled. But a merger would solve a looming
managerial problem at AHP. Unlike most big corporations, AHP
never established a succession plan for John Stafford, the
60-year-old chairman, chief executive and president, who
engineered the 1994 takeover of American Cyanamid.

A strong-willed executive who began his career as an attorney,
Stafford has run the company for 11 years with the help of a few
trusted aides with whom he frequently exercises and breakfasts.
He's also succeeded in keeping a tight rein over his board of
directors. Two months ago, though, succession became an issue
when he underwent prostate surgery.

Now, speculation is running high that Stafford, whose growth
strategy often involved buying and selling businesses to prop up
AHP's stock price, has finally slowed and is willing to remain as
chairman of a combined company for a brief period. The chief
executive's chair might then be filled by SmithKline chief
executive Jan Leschly, who is 57.

"There's no heir apparent and now they've run out of companies
to sell over there," said one industry executive, who's familiar
with AHP but asked not to be named. This executive was
referring to last year's departure of Fred Hassan, a top AHP
executive who now runs Pharmacia & Upjohn, as well as the
recent sales of medical devices and foods businesses.

There are other reasons a merger would make sense, according
to analysts. For one, AHP has a strong over-the-counter
business that would complement SmithKline's operation. Besides
Advil, AHP sells Anacin, Robitussin, Primatene, Preparation H
and Dimetapp. SmithKline's products include Nicoderm, the
nicotine patch, and Tums.

Both drug makers are also strong in some of the same
pharmaceutical areas, such as oncology, cardiovascular and
mental health drugs. One of SmithKline's biggest medications is
Paxil, an anti-depressant, while AHP's biggest seller is Premarin,
an estrogen replacement drug. Sources say talks are under way
to sell AHP's agricultural unit to G.D. Searle's Monsanto.

By combining, the companies quickly catapult themselves to a
leading position. Such a move, in particular, halts a frustrating
slide for SmithKline, which was once the world's second-biggest
drug maker but more recently has occupied the No. 9 spot,
reflecting both mergers among other companies and a lack of
new blockbuster drugs.

"Both companies are second-tier players," said Hemant Shah, an
independent analyst who tracks the drug industry. "These aren't
niche companies, but their pipelines are good, not great. A
merger gives them $2.5 billion in combined research and
development spending. And there will be enormous savings."

Among the drug stocks rising yesterday was Merck, up 53/4 to
1151/2; Pharmacia & Upjohn, up 2-11/16 to 37-11/16;
Schering-Plough, up 4 to 73, and Warner-Lambert, up 91/8 to
1381/4.