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


To: Andreas Helke who wrote (21614)6/1/1998 12:24:00 PM
From: Henry Niman  Read Replies (1) | Respond to of 32384
 
Andrea, CNBC just mention DuPont in two reports on the AHP/MTC deal. They also said that many Pharmas could feel the pressure to merge, including several in Europe.



To: Andreas Helke who wrote (21614)6/2/1998 6:29:00 AM
From: Henry Niman  Respond to of 32384
 
Here's what WSJ had to say about Searle:
The Wall Street Journal Interactive Edition -- June 2, 1998

Once a Floundering Business,
Searle Is Now Pharmaceutical Plum

By THOMAS M. BURTON
Staff Reporter of THE WALL STREET JOURNAL

Six years ago, Monsanto Co. fired one-fifth of the 10,000 employees at its G.D. Searle pharmaceutical unit outside Chicago and explored selling the floundering business.

Now, American Home Products Corp. is planning to acquire Monsanto, and Searle is one of the prizes. With a blockbuster arthritis drug called Celebra on the way and promising research on cancer and heart disease far along, Searle's influence far outweighs its modest size in the rapidly consolidating pharmaceutical business. Indeed, Searle's drug research is so successful that some analysts estimate that the company, if traded separately, would account for more than half of Monsanto's market value.

American Home, Monsanto to Combine in a Stock Swap Valued at $35.08 Billion

Merger Is Experiment in Splicing Together Two Chief Executives

Searle's turnaround was engineered through a combination of investing relatively heavily in drug research and killing off drug development early if a new product appeared to be falling short.

The man behind the revival is Philip Needleman, an intense scientist who left his research lab at Washington University in St. Louis in 1989 and now is Monsanto's senior vice president and chief scientist. In that role, he runs Searle's pharmaceutical research.

A Cause Celebra

Dr. Needleman is also the man behind Celebra, the first of a new class of arthritis drugs. Drug industry analyst Hemant Shah predicts Celebra, which could be on the U.S. market by next year, would ring up $2 billion to $3 billion in annual sales.

At $600 million last year, Searle's research spending is modest compared with what the industry giants spend. But the unit, based in Skokie, Ill., appears to have a relatively high success rate. Its arthritis drug is the first of a class of medicines known as "COX-2 inhibitors." These drugs block an enzyme, known as COX-2, that occurs in various diseases, including arthritis.

------------------------------------------------------------------------

Searle's Pipeline

DrugDiseaseStatusCelebraArthritisFinished Phase III (advanced) clinical trialsValdecoxibArthritis, painPhase II (moderately advanced) clinical trialsXemilofibanCardiovascular diseasePhase IIIOrbofibanCardiovascular diseasePhase IIICelebra-aCancer, Alzheimer'sPhase IIDaniplestimCancerPhase IIIMyelopoietinCancerPhase II

a-Same drug, new use

------------------------------------------------------------------------

But because the enzyme also appears in other seemingly unrelated illnesses, including cancer and Alzheimer's, the drugs may be useful in treating or preventing them as well. For instance, Celebra appears useful in halting the formation of precancerous polyps in the colon and thus may play a role in cancer prevention, says Peter B. Corr, Monsanto's senior vice president for discovery research.

In cardiovascular disease -- potentially a far bigger market than arthritis --Searle has two other promising drugs, called xemilofiban and orbofiban, that are known as antiplatelet agents. Xemilofiban is being tested as an oral drug to be taken for several months to prevent an artery from blocking up after coronary angioplasty or the placement of coronary stents. Orbofiban would be taken during a heart attack or stroke to prevent further blood-clot formation.

And in cancer, Searle has a drug in the works called myelopoetin, which appears to bolsters the white-cell count during chemotherapy.

Dr. Needleman is ruthless about cutting off drugs early in lab research if they don't survive what he calls "killer experiments" -- acid tests of their usefulness. That saves precious resources for other new drugs.

In addition, Searle's research spending isn't so small considering the company's size -- $2.4 billion in sales in 1997 out of total Monsanto sales of $7.5 billion. Searle spends about 25% of its sales on drug research, compared with spending of about 15% at some leading drug companies.

"Phil's the only guy I know who looks at an unlimited budget and exceeds it," jokes Richard U. DeSchutter, Searle's co-president.

Entering the Top Ranks

The combination of Searle's laboratories with those of American Home would catapult the combined entity into the top ranks of the U.S. pharmaceutical industry. Together, the two will be investing $2 billion a year in drug research, placing the combined company on a par with the industry's leaders. By comparison, Pfizer Inc. invests about $2.2 billion a year and Merck & Co. $1.9 billion in research, analysts say.

Before Dr. Needleman arrived at Searle, the company had a long history of household-name products like the laxative Metamusil and the motion-sickness drug Dramamine, but it had an anemic new-drug pipeline. Research was diffuse, and much of it wasn't very promising, company officials now say. Searle's heart drug Calan went off patent. The 1992 layoffs, along with a related $425 million charge against earnings, "were when Searle hit bottom," says Mr. DeSchutter.

Dr. Needleman decided that Searle, because it was competing scientifically with much bigger companies, needed to have a higher percentage of "hits" among drugs it was working on.

"The big companies have an enormous number of shots on goal," he said in a recent interview. Because Searle has fewer of them, it has to aim more accurately. To try to keep up, Searle was $64 million over its research budget at one point last year.

But the investment appears to be paying off: Searle is neck-and-neck with Merck in the race to get its arthritis drug approved first, hoping for approval from the U.S. Food and Drug Administration by late this year or early next year.

Even as he was investing heavily in promising research, Dr. Needleman was jettisoning research programs into ulcer, central-nervous-system and heart-rhythm drugs. "We're really at the limit now," Dr. Needleman said in the interview, which he gave before the announcement of the American Home merger.

In the case of the anti-arrhythmia drug that Searle abandoned, Dr. Needleman recalls, "We gathered the team, mourned for half an hour and moved on."

In the case of Celebra, the Searle research team concluded that the "killer experiment" to prove or disprove the drug's worth early on would be if it relieved severe tooth pain.

"We knew that if we got dental pain, the drug would also get arthritis," Dr. Needleman says. The team did the dental-pain experiment within the first year after the first arthritis patients received the drug. Celebra survived the experiment, and so far it isn't producing the gastrointestinal side effects associated with traditional arthritis drugs.



To: Andreas Helke who wrote (21614)6/2/1998 6:33:00 AM
From: Henry Niman  Respond to of 32384
 
Here's a recent WSJ article on DD and MTC:
The Wall Street Journal Interactive Edition -- May 27, 1998

Old Rivals Monsanto and DuPont
Fight Over New Turf -- Biotech Crops

By SCOTT KILMAN and SUSAN WARREN
Staff Reporters of THE WALL STREET JOURNAL

Monsanto Co. and DuPont Co. are betting the farm in bids to transform themselves into the Coke and Pepsi of genetically engineered crops.

In the three years since the first transgenic seeds were introduced, crop biotechnology has grown from a young science to a hot business: About half of U.S. cotton fields, 40% of soybean fields and 20% of corn fields this year are genetically altered. Now, in a stunningly swift concentration of power, much of the design, harvest and processing of genetically engineered crops is coming under these two companies' influence.

From Fibers to Crops

Not long ago, Monsanto, of St. Louis, and DuPont, of Wilmington, Del., were chemical companies slugging it out over synthetic carpet fibers. Now, they are spending billions of dollars on talent, technology and other biotechnology assets, racing to rewire the nation's crop of corn, soybeans and other mainstays for use in everything from new types of food to pharmaceuticals and plastic.

------------------------------------------------------------------------

DuPont Co.

$1.7 billion for 20% stake in No. 1 seed company Pioneer Hi-Bred International Inc.$1.5 billion for soybean refiner Protein Technologies International$2.6 billion for Merck & Co.'s stake in drug venture

Monsanto Co.

$2.3 billion for rest of No. 2 seed company DeKalb Genetics Corp.$1.9 billion in stock for Delta & Pine Land Co.$1 billion for Holden's Foundation Seeds Inc.Joint venture with grain processor Cargill Inc.

------------------------------------------------------------------------

Over just the last 12 months, the two companies have been escalating their war on several fronts. There has already been a price battle over the genetically engineered seed sold to farmers, and their bidding contests for seed companies are pushing prices into the stratosphere.

They are racing to build "dirt-to-dinner" biotechnology pipelines, with enormous implications for the nation's food supply. And many agriculture officials and academics are already leery of their rapid growth. "What's happening is mind-boggling," says Marshall Martin, a Purdue University expert on biotechnology public policy. "The worry out there is that this is becoming an oligopolistic situation."

Officials for both companies say they consider themselves strong competitors. Their rivalry helps finance scientific breakthroughs, they say and emphasize there is still room for more contenders.

In recent weeks, Monsanto and DuPont have pulled into their competing camps many of the most important plant-biotechnology assets, including seed producers. Seeds are the bridge between biotech labs and the nation's farmers, the delivery mechanism for the genes that scientists cook up.

Seed Money

Through direct investment and alliances, the two rivals are getting control of seed producers for most major U.S. crops. Combined, they would control roughly half of the U.S. seed market for soybeans and even more of the seed market for corn -- the nation's two largest crops. Monsanto alone stands to control a staggering 80% of the U.S. cotton-seed market, if pending transactions win regulatory approval.

DuPont is spending $1.7 billion on a joint venture with the nation's biggest seed producer, Pioneer Hi-Bred International Inc. Monsanto, already the owner of established seed lines such as Asgrow and Holden's, now has agreements to buy DeKalb Genetics Corp., the No. 2 U.S. seed company, and Delta & Pine Land Co., the giant cotton-seed company. Monsanto's tab over the past two years for these deals stands to be $6.7 billion. With most of the big seed producers aligned with the two giants, any third player would have to piece together an empire from the hundreds of local Mom-and-Pop outfits that make up the rest of the seed business.

<Picture: Media>

Several U.S. and European companies also have expressed interest in the U.S.'s genetically modified crops. Chief among them is Swiss pharmaceutical giant Novartis AG, which has a large biotechnology effort involving plants and is a major seed producer on a global basis. But it has just 8.5% of the U.S. corn-seed market and has been unwilling to buy U.S. seed companies at prices as high as 100 times earnings.

In the first wave of biotech crops -- plants designed to resist insects and exposure to powerful weedkillers -- Monsanto is far ahead. Seeds equipped with Monsanto genes are being planted around the globe this year on roughly 55 million acres -- roughly the size of all the farmland in Iowa and Illinois.

But DuPont has more patents for the second -- and potentially far more valuable -- wave, which involves changing plants' nutritional attributes. There are already dozens of futuristic ideas on the drawing board. Among them: instructing soybeans to make more of a natural compound that might fight cancer, or making corn that reduces the amount of saturated fat in the eggs of the chickens that eat it. Currently, DuPont is contracting with farmers in the Midwest to grow a soybean for making healthier cooking oil.

New Crop

Eventually, DuPont hopes to be able to take orders for a new type of crop from food companies such as Nestle SA or ConAgra Inc., create it in the laboratory, contract with farmers to grow millions of acres and process it into a food ingredient. DuPont has bought a soybean-milling company for $1.5 billion and plans to raise billions more for its biotechnology push by selling its Conoco oil unit. Last week, DuPont agreed to pay $2.6 billion to buy out its partner, Merck & Co., in a pharmaceutical venture, giving DuPont control and allowing it to speed research into plants capable of making drugs as well as healthier food.

Monsanto is catching up by forming a joint venture with grain-processing behemoth Cargill Inc. The venture will use Cargill's sprawling system of rural grain elevators to contract with farmers to grow genetically engineered crops and mill them into ingredients. They would sell the ingredients to Cargill's customers, including most of the world's biggest food companies.

The pact, which calls for each partner to contribute $100 million a year for research, aligns Monsanto with a huge company with deep pockets and lots of patience. Cargill is America's biggest closely held company, with fiscal 1997 sales of $56 billion, and is well-known for making long-term investments.

Wall Street is so infatuated with crop biotechnology that analysts are dreaming up scenarios for DuPont and Monsanto to get together. A combination between the two is a persistent and intriguing rumor. But the companies are now such big rivals that any combination would probably ignite a political firestorm across the Farm Belt and in Washington.

Separate Ways

People familiar with the situation say the two had discussions last year about their crop-biotechnology strategies, in connection with a company that they were both interested in buying, but didn't make any kind of agreement and went their separate ways.

Executives at both companies dismiss the Wall Street speculation. Still, Hendrik A. Verfaillie, president of Monsanto, playfully acknowledges in an interview that "such a combination of DuPont and Monsanto would still be awesome."

The shrinking number of independent seed companies is making U.S. farm organizations nervous, and public interest groups are complaining to Clinton administration officials. Monsanto and DuPont "have a choke hold on germ plasm," or the reproductive cells in plants, says Margaret Mellon of the Union of Concerned Scientists, an activist group.

Some researchers, though, figure the consolidation will leave gaps for them to exploit. They doubt any company can keep a lock on evolving technology for very long.

"A lot of what's being done today will be obsolete in a decade," predicts Charles J. Arntzen, president of Boyce Thompson Institute for Plant Research Inc. at Cornell University.



To: Andreas Helke who wrote (21614)6/2/1998 7:34:00 AM
From: Henry Niman  Respond to of 32384
 
Here's what Paine Webber had to say about the merger:
ANALYSIS/NEWS
American Home Products and Monsanto (MTC $54 1/2) announced their
intention to merge in a tax-free stock swap with Monsanto getting 1.15
AHP shares for each Monsanto share. The AHP/MTC ownership split will be
approximately 65/35. They hope to be able to complete the transaction by
year-end 1999. (For the view of this proposed transaction from
Monsanto's perspective, see Andy Cash's 6/2/98 note)

STRATEGICALLY, AN EXCELLENT FIT
From both a strategic and operational viewpoint, this deal has many
positive attributes. There is significant product overlap between the
two pharmaceutical businesses (arthritis, cardiovascular and sleep
disorders) and agricultural products (where the focus will shift from
arguing the cost/benefit of the competing products to defining
complementary opportunities). The combined depth of management would
also alleviate any concerns about possible succession issues at AHP.
American Home Products would be able to spread their liability risk from
Pondimin/Redux over a considerably larger equity base with considerably
higher cash flow. For Monsanto, this combination would reduce the need
to spend on infrastructure, particularly at Searle, in anticipation of
new product launches (such as Celebra).

COST SAVING TARGETS ARE ACHIEVABLE
The potential for cost savings is significant, with a combined
expense base of approximately $17.5 billion. Given the significant
overlap in products, the cost savings target of $1.25 billion to $1.5
billion (approximately 7% - 8.5% of 1998 combined expenses) appears
achievable and is consistent with other mergers that have seen peak
savings of 5 - 10%.

EARNINGS DILUTION IN 1999 OFFSET BY IMPROVED
LONG-TERM GROWTH RATE
While earnings dilution will likely be 10% - 15% in 1999 (pro forma
EPS of $1.75 versus our original AHP estimate of $2.02), it is clear
that this deal should be accretive by 2001 and enhance growth rate from
an AHP perspective, given the cost savings plus Monsanto's agricultural
and pharmaceutical pipeline. We will continue to publish AHP stand-alone
EPS estimates until the transaction is finalized.

1998 1999 2000 2001 2002
Orig. PW AHP EPS est. 1.82 2.02 2.30 2.55 2.80
Pro forma EPS 1.75 2.20 2.75 3.10
% dilution/accretion -12.5% -4.0% 7.5% 10%

Orig. AHP EPS growth 11% 14% 11% 10%
Pro forma EPS growth 26% 25% 13%

VALUATION APPEARS TO REFLECT IMPROVED PROSPECTS
AHP stock is now trading at approximately 28 times its pro forma
earnings of $1.75 for 1999. This is equal to the PW Drug Universe group
average and comparable to Eli Lilly, Glaxo and Bristol-Myers Squibb.
This appears to adequately reflect the improved growth outlook offset by
the continued Pondimin/Redux liability concern and the risks of
successfully executing this transaction.

INVESTMENT SUMMARY
The new combined company has the potential to be one of the better
positioned life sciences companies as we enter the new millenium. To
reach this objective they must execute in three key areas: 1)
successfully launch the new products in their respective
pharmaceutical/agricultural businesses, 2) smoothly integrate their
businesses and achieve the targeted synergies and 3) put the
Pondimin/Redux liability behind them. For now, we believe P/E comparable
to the group average for 1999 (28 - 30 times earnings) is appropriate
and therefore continue to rate this stock neutral (3). If AHP/MTC is
able to successfully address these challenges, we believe there could be
further upside over time.

RISKS
American Home Products now faces heightened risk due to its
potential exposure to product liability lawsuits resulting from their
recent product recall of Pondimin and Redux. Also, the current valuation
reflects the potential for merger benefits. There is no assurance that a
deal will be consummated or that if completed, the potential cost
savings can be realized. Additional risks generally applicable to the
pharmaceutical sector include: development risk (uncertainty regarding
the timing, efficacy and market potential of new products), commercial
risk (threats from new/existing competition, pricing pressures),
regulatory risk (timing/status of approvals, changes in labeling or new
warnings on existing products), patent risk (products losing patent
protection may face significant market share/price erosion, potential
litigation) and foreign exchange risk (due to the large base of non-US
sales for these companies).