(Updates shares in fifth paragraph).
April 6 (Bloomberg) — four months after its founder and CEO, Cephalon Inc. is fighting a hostile takeover of 5.7 billion by Valeant Pharmaceuticals International Inc., saying that the offer is too low.Cephalon rejected cash of $73 by part of the Valeant bid yesterday, saying it's "opportunistic" and underestimates experimental company and marketed drugs. At this price, the agreement would be the least expensive taking any support drug company of more than 1 billion dollars, according to data compiled by Bloomberg.Cephalon is probably looking for other buyers, although most of the potential purchasers were probably already evaluated societysaid Eric Schmidt, an analyst with Cowen & Co. in New York. Schmidt expect another bidder to emerge since "Cephalon had a target on his back since Frank Baldino passed away," he said, referring to the founder in an e-mail yesterday. Valeant need to increase its prices of $75 to $ 80 per share before there is an agreement, he said. "It will take a few months,"said Schmidt. "There will be a dance and a courtship and there will be an agreement at the end of this process."Cephalon, based in Frazer, Pennsylvania, dropped 12 cents to $77.25 at 10 pm New York time for the trade of the Nasdaq Stock Market. The shares had lost 19 percent in the 12 months preceding the Valeant fact its bid. Valeant, which the shares have more than doubled during this period, fell 19 cents to $53,77 on the New York Stock Exchange.Approaches RejectedValeant, based in Mississauga, Ontario, its offer made public on 29 March, after the rejection of Cephalon approaches private. The company said that its intention to move quickly and yesterday named a slate of seven directors, that it proposes to replace the Board of Directors of Cephalon. Cephalon set a record date of April 8 by when shareholders must have stocks to vote on the proposal of the Valeant. "We continue to believe firmly that it is in the interest of the shareholders of the Valeant and Cephalon resolve this case quickly, one way or the other,"Valeant CEO j. Michael Pearson said yesterday. ?Valeant moves fast.? We had hoped that Cephalon could do the same. Now, it will be in the hands of the shareholders. "Cephalon reported 2010 revenue 2.81 billion. The company sells the treatment of narcolepsy Provigil, which last year generated sales of $ 1.12 billion. Medicine is faced with a loss of protection by patent in April 2012. Cephalon is also in stages studies on lupus and pain medicines, it said on its Web site. "Significantly undervalued '"Cephalon the Council considers that your proposed price significantly underestimates Cephalon, its main assets and its future prospects,"CEO j. Kevin Buchi wrote in a letter to Pearson reprinted statement of yesterday.Natalie of Vane, a spokesman for Cephalon, said yesterday that the company refused to comment further on.Proposal of $73 per share of Valeant Cephalon 5.3 times earnings before interest, taxes and amortization values. The agreement would be even less expensive in the history even if Valeant he raised to $84, Bloomberg data show. This price would be lower than the 6.1 times Ebitda Little Chalfont, England-based Amersham Plc agreed to pay for ASA Nycomed in July 1997 - currently cheaper medications on file, the data show.Valeant intends to finance the deal with debt and anticipates using cash flow generated by the potential sale of Cephalon and Provigil active in Western Europe to pay Pearson said at the time where he announced the offer. 6.7 billion dollars in debt to complete the repriseValeant must raise 6.7 billion of debts, he said. The company was 400.4 million in cash and equivalents versus 3.6 billion total debt at the end of 2010, data compiled by Bloomberg show.The company has "received positive feedback from many of the major shareholders" and is "ready to start quickly and close our transaction", Pearson said in the statement of yesterday. He said last week, the offer is "very fair", and that it would not enter into a competition of tender.Valeant is successful, the acquisition would the biggest hostile takeover in the industry for Sanofi-Aventis SA bid for Genzyme Corp. last year. The French drugmaker offered 18.5 billion dollars in August for the Cambridge, business of biotechnology Massachusetts before raising its bid to $ 20.1 billion for a February.Cephalon agreement was founded in 1987 by Baldino, a biotechnology pioneer who died in December of leukemia. When Baldino acquired Provigil in 1993, analysts estimated that it would generate no more than 50 million in annual revenue. In 2009, the drug became a blockbuster, exceeding $ 1 billion in sales. "When you lose your CEO, is the knowledge of current affairs that you are probably more vulnerable to a takeover like this, the Cowen Schmidt said in a telephone interview last week. "Especially when you have a CEO as Frank."-With the help of Rob Waters in San Francisco and Elizabeth Lopatto, Rita Nazareth, Tara Lachapelle and Michael Tsang in New York. Editors: Angela Zimm, Reg Gale.
To contact the reporter on this story: Meg Tirrell in New York at mtirrell@bloomberg.net.
To contact the editor responsible for this story: Reg Gale to rgale5@bloomberg.net.
没有评论:
发表评论