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


To: Flagrante Delictu who wrote (13971)1/30/1998 6:08:00 PM
From: Henry Niman  Respond to of 32384
 
CNBC just reported that SBH has terminated negotiations with AHP.
But they are talks with GLX! Looks like everyone likes LGND's partners. New company would be 59.5% GLX and 40.5% SBH.



To: Flagrante Delictu who wrote (13971)1/30/1998 6:21:00 PM
From: Henry Niman  Read Replies (1) | Respond to of 32384
 
CNBC latest indicates that GLX and SBH on "deep" merger talks.



To: Flagrante Delictu who wrote (13971)1/30/1998 7:07:00 PM
From: Henry Niman  Respond to of 32384
 
CNBC is trying to beef up story. So far they have concentrated on size ($96 Billion plus $70 Billion) and pipeline (GLX has Zantac and AIDS drugs like AZT) as well as largest R&D budget (good news for LGND).



To: Flagrante Delictu who wrote (13971)1/30/1998 7:16:00 PM
From: Henry Niman  Respond to of 32384
 
Here's what Dow Jones had to say:
SmithKline and Glaxo
Are in Talks to Merge

Deal Would Be Largest Combination Ever;
American Home Loses Out as a Partner

Dow Jones Newswires

SmithKline Beecham PLC late Friday cast aside American Home
Products Corp. as a potential merger partner and announced that it was in
talks to combine with fellow British pharmaceuticals concern Glaxo
Wellcome PLC.

The proposed merger would create the largest drug company in the world.
The new firm would be based in the United Kingdom. Glaxo would hold
59.5% of the merged company, with SmithKline holding 40.5%.

SmithKline said the proposed merger with Glaxo is a "compelling strategic
opportunity" for both companies to boost their market position and
increase shareholder value. Among the benefits touted by SmithKline are
the formation of the largest research and development organization in the
drug industry.

The board of the new company would come from both companies'
boards. Sir Richard Sykes of Glaxo would be executive chairman and Jan
Leschly of SmithKline would be chief executive and chairman of the
executive management committee.

John Coombe and Robert Ingram of Glaxo and Jean-Pierre Garnier of
SmithKline would join Messrs. Sykes and Leschly as executive directors.

SmithKline didn't provide more information, saying "a further
announcement will be made as soon as practicable."

Talks between SmithKline and American Home began in November, but
came to light just last week. Those talks had cooled shortly after they
started, however, because of price and other issues, people familiar with
the talks had said, though the talks weren't considered dead.

Analysts thought consummation of a SmithKline-American Home deal --
which also would have created the world's largest drug company and also
would have been the biggest corporate combination in history -- was
unlikely, but believed that once the talks became public knowledge,
another merger candidate would emerge, or the SmithKline-American
Home talks would be revived. Glaxo shares, as well as those of another
U.K. drug firm, Zeneca Group PLC, had risen in anticipation, as had those
of SmithKline and American Home.

U.K. management consultant Datamonitor said in a report earlier this
month it expects the European pharmaceutical industry to undergo
sweeping consolidation over the next few years.

In the past few years, SmithKline has slipped from its place as one of the
world's biggest two or three drug companies to the ninth or tenth spot.



To: Flagrante Delictu who wrote (13971)1/30/1998 7:25:00 PM
From: Henry Niman  Respond to of 32384
 
Here's AP's version:

January 30, 1998

SmithKline, Glaxo Discussing Merger

Filed at 7:04 p.m. EST

By The Associated Press

PHILADELPHIA (AP) -- British drug giants SmithKline Beecham PLC
and Glaxo Wellcome PLC are talking about combining to form the
world's largest pharmaceutical company, SmithKline said Friday in
breaking off merger talks with American Home Products Corp.

SmithKline has a market value of about $70 billion and Glaxo Wellcome
$96 billion. A combination would be the biggest merger ever.

Talks with Glaxo Wellcome, whose products include ulcer drug Zantac
and AIDS medication AZT, have already gotten down to specifics. Glaxo
Wellcome shareholders would hold 59.5 percent of the stock in the new
company and SmithKline shareholders would hold 40.5 percent, the
companies said in a joint announcement.

In a statement issued Friday, SmithKline, with U.S. operations based in
Philadelphia, said the attraction for both companies would be in creating
the world's largest research and development organization.

Financial terms of a merger were not disclosed.

Just five days earlier, SmithKline and American Home Products Corp.
confirmed they were discussing a merger. Spokesman Jeremy Heymsfeld
said Friday the American Home talks ended without agreement.

London-based SmithKline -- maker of the antidepressant Paxil and
over-the-counter products such as Aquafresh toothpaste, Geritol
vitamins, the Nicoderm anti-smoking patch and Tum's antacids -- was
created in the $8 billion, 1989 merger of SmithKline Beckman Corp. and
Britain's Beecham Group PLC.

Its roots go back to 1830, when John K. Smith opened his first drug
store in Philadelphia.

Glaxo Wellcome was created when Glaxo PLC completed a hostile $15
billion takeover of rival Wellcome PLC three years ago. That deal still
ranks as the drug industry's second-biggest merger ever, trailing only the
$30 billion combination of Swiss firms Sandoz AG and Ciba Geigy in
May 1996.

Glaxo Wellcome's Zantac was the top-selling prescription drug in the
United States until losing its exclusive patent protection last July.

In October, Glaxo named as its chief executive Robert A. Ingram, who
had been head of its U.S. subsidiary, Glaxo Wellcome Inc., which is
based in Research Triangle Park, N.C.



To: Flagrante Delictu who wrote (13971)1/30/1998 7:27:00 PM
From: Henry Niman  Respond to of 32384
 
More Merger Mania:
Friday January 30, 7:02 pm Eastern Time

U.S. OPTIONS FOCUS/Pharmacia & Upjohn buyout talk

CHICAGO, Jan 30 (Reuters) - Call option volume in Swedish-American drug maker Pharmacia &
Upjohn Inc (PNU - news) rose sharply Friday amid vague buyout talk, traders said.

''Rumors are flying but nobody knows anything,'' one trader in the options said.

''The only news is they're going to sell a migraine drug in the U.S.,'' he added. ''But that has nothing
to do with what's going on'' in the options.

P&U shares rose 1-9/16 to close at 38-7/16 on the New York Stock Exchange after climbing
intraday to 40-1/8. NYSE volume was nearly 3.8 million shares.

A P&U spokesman in Kalamazoo, Michigan, declined comment.

''Pharmacia is a natural candidate'' for possible takeover, said Hambrecht & Quist drug industry
analyst Alex Zisson, adding that he knew of no definite news.

On Thursday, P&U said it had acquired marketing rights in the U.S. for an anti-migraine drug
developed by Spain's largest drug company, Almirall Prodesfarma.

Traders said recent merger talks between American Home Products Corp (AHP - news) and
SmithKline Beecham Plc (quote from Yahoo! UK & Ireland: SB.L) could be driving the interest in
P&U.

A spokesman for American Home reiterated on Tuesday the company's brief statement made last
week that confirmed talks with SmithKline had taken place, but declined to comment further on the
talks.

In P&U, options activity was led by the March 40 calls, which traded about 7,350 contracts. The
February 40 calls traded nearly 2,000.

''It's been a long time since we've seen volume like this,'' a market maker in the options said.
''There have been big buyers. Somebody's definitely got an opinion.''

According to one pricing model, implied volatility was around 50 percent in the February 40 options
and in the mid-40s in the March 40 options. That compares to average volatility over the last 20
trading days of 20 to 21.

''Everybody's got a fear of the weekend,'' the market maker said. ''Some deals are over and done
with by Monday.''

One options trader said the lack of put activity in P&U suggested investors were confident in the
stock and not interested in buying protection in case the stock drops.

''The puts aren't trading nearly as high as the calls,'' he said. ''People aren't saying, 'Let's buy these
cheap puts.'''

''It's the same old rumor that American Home Products is supposed to be looking at P&U (to take
it over), but I don't believe it,'' said Hemant Shah, an independent drug analyst.

Shah added, however, that the rumors keep swirling because P&U indeed was worthy of courting if
a suitor was so inclined.

''It has a highly undervalued stock and a reasonably good drug pipeline that is underrated,'' he said,
adding it was also small enough to be easily digested.

In other activity, traders said index options were relatively quiet as the market succumbed to some
profit-taking after a four-session winning streak.

''Volumes have been light seemingly all over the last week or two,'' said Jack Callahan, an
independent market maker in S&P 100 index (.OEX) options.

He said after the recent upswing, the market could turn sideways for the near-term.

More Quotes
and News:
American Home Products Corp (NYSE:AHP - news)
Pharmacia & Upjohn Inc (NYSE:PNU - news)



To: Flagrante Delictu who wrote (13971)1/30/1998 8:58:00 PM
From: Henry Niman  Read Replies (1) | Respond to of 32384
 
Bernie, Here's what H&Q had to say about target-driven drug design (which is one of the reasons why van den Broek loves LGND):
The H&Q Road Map
for Investing in the Drug
Business
Healthcare

January 5,
1998
(90 pp.)
Richard A. van den Broek
(212) 207-1412
rbroek@hamquist.com
A. Rachel Leheny, Ph.D.
(212) 207-1489
rleheny@hamquist.com
Meg Malloy, CFA
(212) 207-1439
mmalloy@hamquist.com
Ken L. Miller
(415) 439-3734
kmiller@hamquist.com

Robert J. Olan
(212) 207-1472
rolan@hamquist.com
Alex Zisson
(212) 207-1443
azisson@hamquist.com
Michael Wood
(212) 207-1481
mwood@hamquist.com
Weidong Huang, Ph.D.
(212) 207-1602
whuang@hamquist.com

Dow 30:
7978.99
S&P 500:
977.07

Investing in the drug business used to be simple. There were only a dozen or so drug
companies in the old days, and they were either multi-billion-dollar global stalwarts, like
Merck, or domestic mainstays, like Searle, Rorer, and Marion. Investors did not have
many choices.

Then came biotechnology. Its emergence in the 1980s transformed the landscape of the
drug business and ushered in a host of new players. Today, while many investors are still
trying to fathom biotechnology, more and more companies are being created based on
technologies such as target-driven drug design, genomics, and combinatorial chemistry,
etc. At last count, there are more than 300 publicly-traded companies involved in the drug
business in the United States and perhaps 1,000 more privately held.

How Do We Invest in This Complex Landscape? Or Should We Invest at All?

The answer to the latter question is an unequivocal yes. With the recent Food and Drug
Administration (FDA) reform and a free-market approach to healthcare reimbursement,
the political climate has become favorable for drug makers. We believe drug spending will
increase as a percentage of total healthcare expenditures as the cost-saving value of drug
treatment is recognized by managed care. The breakdown of vertical integration in the
business model presents unprecedented opportunities to invest in the growth drivers of the
drug business.

This report is a road map that identifies the ongoing trends in healthcare and addresses
their implications for the drug business. Investment opportunities are highlighted, with
companies organized into discrete groups to delineate their divergent roles in discovering,
developing, and selling drugs. Each group of companies is described in detail, including the
picks of our favorite names. Investors who want a more thorough analysis, can refer to the
section "Reference," which lists related Hambrecht & Quist research.

The Changing Healthcare Landscape -- A Need for Novel Drugs

Human healthcare is a significant growth industry in the United States. In 1960, healthcare
expenditures accounted for 5.3% of the gross domestic product (GDP). Today, the nation
spends 14% of its GDP, or about $1 trillion annually, on healthcare. Several factors have
contributed to this extraordinary growth. One is the aging of the population: as people live
longer they require more care for age-related diseases. Another factor lies within the
healthcare financial system. The shift of responsibility for healthcare costs from individuals
to third-party payers, such as businesses and government (which began during World War
II), entices individuals to demand expensive care regardless of cost, and the
fee-for-service reimbursement system encourages healthcare providers to oblige. Over
time, the uncontrolled expenditures became a severe financial burden on third-party
payers. Employee health benefit expenses in the private sector grew from 17% of pretax
profits in 1974 to 58% in 1992. Combined Medicare and Medicaid spending grew almost
$200 billion in the same period.

Managed care emerged in the 1980s as a means to rein in healthcare costs. Based on
capitation, rather than fee-for-service reimbursement, managed care organizations (HMO,
PPO, and POS) have forced fundamental changes in the way that healthcare is delivered in
the United States. As managed care penetration increased from 13% of the insured
population in 1985 to over 60% today, its annual premium growth fell from the 10%-20%
range to below zero. Recognizing the cost-effectiveness of managed care, many federal
legislators are now pressing the Health Care Financing Administration (HCFA) to place
the financially-strained Medicare program under some form of managed care.

Managed care achieves cost-containment primarily by transferring financial risk from health
insurers to healthcare providers, thus giving providers the incentive to stem abuses in
healthcare. Such structural improvement has its limits, however. As managed care
organizations squeeze out the last bit of excess in the healthcare system, their earnings
growth is diminished and their margins compressed by price competition. In the past five
years, HMOs have seen net margins drop from 4%-6% to below 2%.

In our opinion, further healthcare savings will come from novel drugs. Currently, drugs
account for about 8% of total healthcare costs in the United States. Notwithstanding this
small share, we believe that drugs provide the highest value in healthcare: they lower the
overall costs by shortening hospital stays; reducing the need for doctor visits, surgery, or
out-patient care; and restoring otherwise lost productivity. By the latest estimate, the nine
major intractable diseases cost $450 billion annually in the United States. It is foreseeable
that a novel drug that could delay or stop the onset of Alzheimer's disease, for example,
would save tens of billions of dollars in nursing home costs.

In general, the forces in the healthcare marketplace motivate drug companies to develop
novel drugs. Wielding its collective bargaining power, managed care refuses to pay high
prices for late entries into a new class of drugs, and pushes generic substitution of
off-patent drugs and frequent substitution of cheapest in a class of on-patent drugs. This
has cut into drug companies' revenue growth and profit margins. Developing "me too"
drugs is much less profitable, especially as new therapeutic classes become quickly
crowded. The only avenue through which drug companies can maintain their growth and
margins is to develop patented, first-in-class or best-in-class drugs for inadequately treated
diseases.

The Drug Business Today -- a Trend Towards Specialization and Outsourcing

Making new drugs is a long, complex, and expensive undertaking. Starting from research
conception, a typical drug takes about 15 years to reach the market. The process consists
of three stages: discovery research, clinical development, and sales and marketing. At
different stages, armies of scientists from multiple disciplines, legal and business staff,
clinicians, engineers, regulatory agents, and sales people are involved. Because of the
requirement of such tremendous manpower and the high failure rate of clinical
development, drug companies spend an average of $350 million for each new drug
approval.

Historically, companies involved in the drug business performed this entire process alone,
assuming all associated risks and costs. Complete with R&D infrastructure, manufacturing
facilities, and sales and marketing forces, such companies are referred to as fully integrated
pharmaceutical companies. Growing at an annual rate of 10% to 15%, these companies
have, to date, been responsible for bringing most new prescription drugs to the market.
Recent growth, however, has been driven mainly by increases in units of sales rather than
price, due to the growing influence of managed care and the fear of government regulation.

Over the last decade, or so, a new paradigm of drug discovery has evolved in
pharmaceutical research. Popularized as "drugs from genes," or target-driven drug
design, this new paradigm builds upon advances in our understanding of the molecular
basis of diseases, and promises to yield novel drugs with higher efficacy and fewer side
effects. The basic science behind these advances is performed mostly by academic
institutions and biotechnology companies. Although they have new technologies and leads
to novel drugs, biotechnology companies generally lack the financial resources or
infrastructure to bring products to market. Through strategic partnerships, however, most
of them have given pharmaceutical companies the dicey task of clinical development as
well as their marketing rights in exchange for financial backing and future royalties.
Cash-rich yet always hungry for drug leads, pharmaceutical companies find such
partnerships useful both in filling their development pipeline and in gaining access to new
technologies.

Technological innovations have led to a new, modular approach to drug discovery, which
allows for the more rapid, thorough, and efficient identification of drug leads. The new
approach centers around three key technology modules:

Genomics, which identifies new drug targets;

Assays, which incorporate the targets for screening;

Combinatorial chemistry, which provides a large number of diverse compounds as
potential drug leads.

Underlying all three modules and linking them together is the application of automation and
information technology (informatics). Companies that specialize in each of the three
modules have emerged in the biotechnology arena and been successful in selling their
technologies to pharmaceutical companies on a non-exclusive basis. Together with the
instrumentation and informatics companies, they can be best described as "drug
discovery service companies." These biotechnology companies implement a business
model distinctly different from that of the product-oriented biotechnology companies.

Downstream from discovery research, the prolonged and complicated clinical
development process creates an opportunity for a group of service companies called
contract research organizations (CROs). In their drive to bring drugs to the market
faster, pharmaceutical companies often overwhelm their in-house development capacity
and find the need to outsource. Among biotechnology companies conducting clinical trials,
few have, or can afford, an in-house development infrastructure. Filling this gap, CROs
perform preclinical testing and manage clinical trials for pharmaceutical and biotechnology
companies on a contractual basis.

Outsourcing has become an integral component in many companies' business strategy.
Keeping overhead low is key to sustaining earnings growth. With pipeline uncertainty being
a fact of life, it is untenable to create and maintain large, fixed-cost departments in-house.
Outsourcing provides a solution by turning fixed costs into more manageable variable
costs. Also through outsourcing, companies can access a broad spectrum of expertise and
technologies that they often lack. Following this strategy, companies are outsourcing not
only clinical development, but also drug manufacturing and sales and marketing.
Correspondingly, two additional groups of service companies, contract manufacturing
organizations (CMOs) and contract sales organizations (CSOs), have emerged to
meet these needs.

Further downstream, the trend towards specialization has also given rise to two groups of
companies which profit from drugs that are already approved and on the market. Drug
delivery companies develop novel formulations or devices to deliver drugs. For these
products, premium pricing is justifiable because these companies improve the existing
drugs' bioavailability, pharmacokinetics, and patient compliance. Another group, emerging
pharmaceutical companies, acquires underpromoted or unpromoted drugs from major
pharmaceutical companies. As the major pharmaceutical companies increasingly focus on
the blockbuster drugs, smaller (under $100 million) drugs lose their strategic importance.
Yet the medical need for these drugs still exists. When small companies bring these
high-margin drugs into their sales infrastructures, the impact can be very accretive.

Investing in the Drug Business

The trend is unmistakable. Vertical integration of the drug business has broken down,
giving way to a variety of specialty companies, each of which excels in one or a few
aspects of the business. By far, most of these specialty companies are involved in
discovery research. While some of them discover drugs and even take on the risk of
clinical development, others adopt a service-based business model and focus on selling the
"picks and shovels" of the drug business. This product-versus-service bifurcation can be
extended downstream. CROs, CMOs, and CSOs are essentially service companies for
drug development, manufacturing, and sales, respectively, whereas drug delivery and
emerging pharmaceutical companies are product-oriented.

We anticipate that, in the near future, major pharmaceutical companies will continue to
bring a majority of the new drugs to the market. The technologies that enable their
discovery, as well as a substantial number of the drug candidates will come from the small,
specialty companies. We are optimistic about the outlook for the big pharmaceutical
companies, and are even more bullish on the specialty companies because they own the
technologies that power the R&D engine. Specialty research companies, which opt for the
service business model, offer the prospects of near-term profitability, and shield
themselves from the risks of clinical trials. However, we caution investors not to overlook
values in product-oriented companies. Although clinical failures continue to highlight the
risks of product development, the upside of an approved drug is simply too great to resist.
Those product companies which have built strong pipelines and deep cash reserves will be
able to weather the ups and downs inherent both in clinical trials and in the financial
market. Their success in product development will continue to lead rallies in the
biotechnology sector.



To: Flagrante Delictu who wrote (13971)1/30/1998 10:35:00 PM
From: Henry Niman  Respond to of 32384
 
Here's what CNNfn had to say:
SmithKline courts Glaxo

In swift move, pharmaceutical giant
breaks off merger talks with AHP

January 30, 1998: 8:10 p.m. ET

Drug giants
confirm talks -
January 20, 1998

SmithKline
Beecham Plc

Glaxo Wellcome
plc

More related
sites...
NEW YORK (CNNfn) - In an abrupt about-face,
SmithKline Beecham said Friday it had called off
merger talks with American Home Products and
entered instead into negotiations with Glaxo
Wellcome Plc.
A merger between the two London-based giants
would create the world's largest pharmaceutical
group with combined sales of more than $25 billion
and likely spark an industry-wide consolidation.
The terse announcement by British-based
SmithKline (SBH) would also appear to definitively
quell speculation of a deal with American Home
Products Corp. (AHP).
In a news release Friday issued about the same
time SmithKline announced the break-off of its talks
with AHP, Glaxo (GLX) said its directors had
initiated "detailed discussions" with SmithKline's
board "with a view to merging the two companies."
Niether company would provide specific financial
terms of the proposed deal but the companies said
Glaxo would hold 59.5 percent of the combined
company while 40.5 percent would be held by
SmithKline.
The directors of the merged company would be
drawn from the current boards of SmithKline and
Glaxo.
Analysts said a deal between the two giants
would likely spawn a series of similar deals as
companies seek to achieve grater cost savings in the
face of tougher competition.
"The combined company can eliminate 25 percent
of duplicated cost," said Hemant Shah, an analyst
with HKS & Co.
Shah said he believed American Home Products
would have to find another merger partner to be
successful.
Glaxo develops and manufactures a wide range of
gastro-intestinal and respiratory medicines, among
other products. SmithKline, one of the world's
leading drug makers with $11 billion in sales in 1997,
manufactures brand-name over-the-counter
medicines including the popular Geritol vitamin
supplements, Contac cold and flu drug and Tums
antacid.
News of the proposed deal came out after New
York stock markets had closed. SmithKline
American Depositary Receipts closed down Friday
3/4, at 63-1/8, in trading on the New York Stock
Exchange while Glaxo's ADR's fell 3-1/6 to
53-13/16.
-- by staff and wire reports