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Biotech / Medical : Agouron Pharmaceuticals (AGPH) -- Ignore unavailable to you. Want to Upgrade?

To: Tom DuBois who wrote (5191)	8/19/1998 5:44:00 PM
From: Steve Fancy	Respond to of 6136

Tom, IMO, based on the lingering financial concerns, it would be negligent to stockholders to not consider any and all offers in good faith. You have to remember they would all benefit from this also. Based on the earlier insider selling and the lack of any buying, I would sure hope they're ready to jump on the right offer. sf

To: Tom DuBois who wrote (5191)	8/19/1998 6:08:00 PM
From: biopicker	Read Replies (1) \| Respond to of 6136

Very definitely, the reason for the Agouron advance today was the upgrade to a Number 1 buy by David Molowa of Bear Stearns. The reason for the recommendation is based upon the value of Agouron to a potential corporate buyer. Four companies that he mentions in his report are DuPont, Bristol Meyers, Hoffmann La Roche, and Upjohn. He is certain Agouron wishes to remain independent, but also believes management would not shirk its responsibility to consider a reasonable bid. If they didn't, while rare he considers a hostile bid a possibility. In his opinion, the vast majority of Agouron's worth is in its protease inhibitor, Viracept, and the marketing infrastructure the company has established. He valued Viracept at 4 times estimated calendar 1999 sales of $480 million, which compares with average U.S. pharmaceuticals 5.8 multiple of sales. He really gives very little value to the remainder of the company. For example only $75 million for the MMP inhibitor. I believe he has the right idea but his estimate is too low. I have consistently believed that the value of Viracept alone far exceeds the entire market value of the company, and people are underestimating how smart Peter really is. Who knows what will come out of the 3 drugs in the antiviral area that we recently licensed. Molowa is right; there is a major disconnect between the value of the company and the market price. Good Luck to All; and HAPPY BIRTHDAY, JOHN!!!

To: Tom DuBois who wrote (5191)	8/27/1998 12:36:00 AM
From: margie	Read Replies (2) \| Respond to of 6136

<<I think this has been discussed before, but didn't we all approve a rather nasty "poison pill" some time ago?? Seemed to me at the time, a hostile bid was out of the question. Guess this would not preclude a friendly offer, but would Peter be interested??>> Agouron does have a "poison pill" to try to prevent a hostile takeover. I doubt if Johnson would be interested in an offer, but several analysts (Molowa,from Bear Stearns and Elise Wang from Paine Webber) have commented that the current valuation of two times current revenue, in contrast to Amgen's and Biogen's eight times revenues) makes Agouron an attractive takeover target. I doubt if Agouron would want a "hostile" takeover. From biopicker's post: Message 5541234 <<The reason for the recommendation is based upon the value of Agouron to a potential corporate buyer. Four companies that he mentions in his report are DuPont, Bristol Meyers, Hoffmann La Roche, and Upjohn. He is certain Agouron wishes to remain independent, but also believes management would not shirk its responsibility to consider a reasonable bid. If they didn't, while rare he considers a hostile bid a possibility.>> The stockholder rights plan, from the June 97 10-K On November 7, 1996, the Board of Directors of the Company adopted a Stockholder rights Plan. Under the terms of the Plan, stockholders of record as of November 21, 1996 received a dividend of one Preferred Stock Purchase right ("Right(s)") for each share of common stock held on that date. The rights will expire 10 years after issuance, and will be exercisable only if a person or group becomes the beneficial owner of 15% or more of the common stock (such person or group, a "15% holder") or commences a tender or exchange offer which would result in the offeror beneficially owning 155 or more of the common stock. Each Right will entitle stockholders to buy one one-ten thousandth of a share of Series B Participating Preferred Stock of the company at an exercise price of $500.00 per share subject to certain anti-dilution adjustments. If a person or group accumulates 15% or more of the common stock, each right (other than Rights held by a 15% holder and certain related parties, which will be voided) will be adjusted so that upon exercise the holder will have the right to receive that number of shares of common stock (or in certain circumstances, a combination of securities and/or assets) having a value of twice the exercise price of the right. In addition, if following the public announcement of the existence of a 15% holder the Company is involved in a merger or business combination or a sale of 505 or more of the Company's assets or earning power, each right (other than rights held by a 155 holder and certain related parties, which will be voided) will represent the right to purchase, at the exercise price, common stock of the acquiring entity having a value of twice the exercise price at the time. The board of Directors will also have the right, following the public announcement of the existence of a 15% holder, to cause each Right, (other than rights held by the 15% holder) to be exchanged for one share of common Stock. The Board of Directors is entitled to redeem the Rights at $0.001 per right at any time prior to the public announcement of the existence of a 15% holder.