| To: The Ox who wrote (3627) | 2/10/2014 10:23:37 AM | | From: richardred | | | | Fairly quiet Monday, except for this deal. Two Mondays in a row in the same field. This usually draws the attention of competitors who feel the need to make a move to maintain the status quo.
Perhaps this hunter will make a move soon in the field
Danaher’s gross margin expanded 33 basis points (bps) to 51.5%. The company’s operating profit was $888.0 million, an increase of 2.9% year over year, while operating margin declined marginally to 16.9% from 17.3% at the end of the quarter.
Segments
Revenues in the Test & Measurement segment increased 4.0% to $898.3 million year over year. The segment operating margin declined to 16.6% from 18.7% in the prior-year period.
Revenues in the Environmental segment were up 10.0% to $936.1 million. The segment reported an operating margin of 22.5%, a decline of 50 bps from 23.0% in last year.
Life Sciences and Diagnostics revenues were up 5.5% year over year to $1,939.6 million. The operating margin for the quarter was up 250 bps year over year to 16.7%.
Revenues from the Dental segment grew 3.5% year over year to $590.2 million with operating margin declining 150 bps to 13.7%.
In the Industrial Technologies segment, revenues grew a marginal 1.4% to $902.5 million, but operating margin dipped 80 bps to 17.3% on a year over year basis.
Balance Sheet & Cash Flow
Danaher exited 2013 with cash and equivalents balance of $3.1 billion versus $1.7 billion in 2012. The company had a long-term debt balance of $3.4 billion at the year-end 2013, down from $5.3 billion in the previous year.
Danaher’s cash flow from operating activities was increased 5.0% to $3,585.3 million compared with $3,415.0 million in the prior year.
Outlook
Concurrent with the earnings release, management provided its guidance for first-quarter and full year 2014 revenues and earnings.
The company has reaffirmed the guidance for the full-year 2014 earnings in the range of $3.60 to $3.75 per share and revenue growth in the range of 2% to 4%. For the first quarter of 2014, the company’s GAAP earnings are expected to be in the range of 76 cents to 80 cents a share.
finance.yahoo.com |
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| To: richardred who wrote (3559) | 2/11/2014 9:17:52 AM | | From: richardred | | | | Google Is the Deal-Making King
By Trey Thoelcke 1 hour ago
There is no doubt that Google Inc. ( GOOG) has its finger in a lot of pies, as recent news that a subsidiary of the Internet search giant will operate an airfield in Silicon Valley attests. Bloomberg found that Google has executed more deals than any company in the world over the past three years. It edged out marketing and advertising firm WPP and tech giant Intel Corp. ( INTC), which came in second and third, respectively.
Google is cash rich, with $58.7 billion in the most recently reported quarter, and its mergers and acquisitions group is said to have expanded by at least 50% in the past two years. Google Ventures focuses on funding startups, while Google Capital backs later-stage companies. Google was involved with 127 deals in the past three years, at a total value of $17.6 billion. Intel, which was the top dealmaker in the previous three-year period, was involved in 121 deals.
ALSO READ: Six Stocks Buffett Never Sold
Recent Google deals include last month's agreement to purchase digital-thermostat maker Nest Labs for $3.2 billion, and the acquisition of robots company Boston Dynamics in December. Google also outflanked Facebook Inc. ( FB) and bought DeepMind Technologies, a London-based artificial intelligence developer, and mapping-software provider Waze.
Google Capital helped online questionnaire company SurveyMonkey raise about $444 million last year, and Google Ventures led a $361.2 million investment in app maker Uber Technologies.
Google bought the Motorola handset business or $12.4 billion in 2012, but agreed to sell it last month to Lenovo Group for $2.91 billion. In addition, Google shed Motorola's set-top box business for $2.24 billion last year.
Apple Inc. ( AAPL) is the only tech giant with more cash on its balance sheet than Google, but Bloomberg found that it only took part in 12 deals in the past three years. Both Blackstone Group L.P. ( BX) and General Electric Co. ( GE) had bigger total values to their deals of the past three years, at $62.3 billion and at $19.9 billion, respectively.
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| To: richardred who wrote (3527) | 2/11/2014 9:49:21 AM | | From: richardred | | | | Google's RE:SCOR Comscore deal fits right into my social media looking for ad content theme. IMO this up's the speculative appeal what was once VCLK (name change). The company is now called CNVR Conversant. Twitter already has a TV ratings venture with Nielsen. IMO hypothetically CNVR could possibly fit. This to give them a better chance to attract advertisers. Ultimately giving them a faster profitability model.
I was on the verge of purchasing SCOR, about two weeks ago but just added it to my watch list.
Did Anyone Look at That Ad? By VINDU GOEL
For years, the advertising industry has been struggling to address a nagging problem: Who is actually looking at those ads on a webpage or embedded in a video?
About 54 percent of ads on the web are not seen by users, according to estimates by comScore, a leading online measurement and analytics firm.
On Monday, comScore announced a partnership with Google, the leader in digital advertising, to help advertisers figure out who is looking at their ads — in real time, while an ad campaign is going on — so brands can make adjustments on the fly and perhaps entice more people to click.
Under the deal, Google will integrate comScore’s Validated Campaign Essentials (vCE) technology for measuring ad performance directly into Google’s DoubleClick ad-serving platform.
Initially, the tools will be available to quickly measure how viewers are interacting with video and display ads on the desktop. Eventually, the partners plan to extend the measurements to mobile devices and other platforms, and they hope to persuade the broader advertising and media industries to support the technology.
“It’s going to, for the very first time, give advertisers and publishers real-time insights into whether their campaigns are delivering,” said Neal Mohan, vice president for display advertising at Google, discussing the partnership during a speech at the Interactive Advertising Bureau’s leadership conference in Palm Desert, Calif., on Tuesday.
For Google, the partnership will bring some of the real-time analysis that advertisers can get with search ads to other types of ads. The company said the deal was part of a larger effort, which Google discussed in a blog post on Tuesday, to bring more transparency to advertising.
Data on viewership of display ads, such as the banner ads that run across the top or along the side of many web pages, is typically difficult to get quickly, Mr. Mohan said in his speech. “It’s kind of like a coach giving feedback to their team after the game is lost.”
For comScore, the deal validates vCE, which helps advertisers measure viewership of ads more precisely. Advertisers, meanwhile, will get faster, easier, real-time tools to assess their ads.
For web publishers and media sites, Mr. Mohan suggested, better measurement will help them wrest more ad dollars from television, which gets about 60 percent of advertising spending even though people spend more of their time online than watching TV.
As for web users? Perhaps we will finally see more relevant, interesting ads.
bits.blogs.nytimes.com
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| To: richardred who wrote (3421) | 2/11/2014 1:27:22 PM | | From: richardred | | | | RE-CPIX IMO FWIW Little CPIX also has a little kicker. Caldolor® (ibuprofen) Injection, the first injectable treatment for pain and fever approved in the United States. The SA guy doesn't like this as much now RE:Hepatoren drug candidate
The Success Of Intercept Pharmaceuticals Is A Negative For Cumberland Pharmaceuticals.
No shot in the arm today, but with 3 1/2 in cash and total debt covered 10X current cash. Just maybe there's a chance for the early bird to get the worm.
Mallinckrodt acquires San Diego pharma firm Cadence for $1.3 billion
Cadence Pharmaceuticals makes Ofirmev, an injectable version of the drug acetaminophen, the active ingredient in Tylenol. (Rajesh Kumar Singh / Associated Press)
By Stuart Pfeifer
February 11, 2014, 9:02 a.m.
Ireland pharmaceutical company Mallinckrodt has agreed to acquire San Diego company Cadence Pharmaceuticals for about $1.3 billion in an effort to boost its specialty drugs portfolio.
Cadence, which commercializes drugs that are used in hospitals, is best known for Ofirmev, an injectable version of the drug acetaminophen, the active ingredient in Tylenol. Launched in January 2011, Ofirmev has been used to treat an estimated 6 million to 7 million patients.
Photos: Top 10 Southern California companies
“The acquisition of Cadence Pharmaceuticals is consistent with our goal of becoming a leading global specialty pharmaceuticals company,” said Mark Trudeau, chief executive of Mallinckrodt. "Ofirmev’s growth is driven by an expanding base of physicians who are prescribing the product for an increasing number of surgical patients, and we believe the product will be an outstanding addition to the brands component of Mallinckrodt’s specialty pharmaceutical segment.
"We have been impressed with the strong relationships that Cadence’s commercial organizations have established with customers in the hospital channel and are excited by the opportunity to build on these relationships to expand our platform in this area."
Cadence shares surged $2.91, or 26%, to $13.98 in morning trading.
“We are very proud of what our employees have accomplished, and in particular the very strong growth we have achieved with Ofirmev,” said Ted Schroeder, chief executive of Cadence Pharmaceuticals. “The relationships we’ve established with our customers and the benefits the drug has provided to millions of patients across the U.S. have contributed to the strong year-on-year growth we’ve seen for the product since launch.
"We believe Mallinckrodt is a natural fit to provide the resources and expertise that can expand patient access for Ofirmev. Additionally, this transaction will provide Cadence shareholders with a strong return on their investment.”
Mallinckrodt agreed to pay $14 per share for the company, a 27% premium to Cadence's Monday closing price of $11.07. The boards of both companies have approved the deal.
The acquisition, expected to close in March, will "significantly" boost Mallinckrodt's earnings per share, the company said in a news release.
Mallinckrodt shares were up $5.71, or 10%, at $65.02 Tuesday morning. The company reported net sales of $2.2 billion in its 2013 fiscal year, up from $2.1 billion the prior year. It has traded on the New York Stock Exchange since July, when it separated from former parent company Covidien.
latimes.com |
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| To: richardred who wrote (3234) | 2/12/2014 11:10:43 AM | | From: richardred | | | | Grupo Bimbo to Buy Canada Bread for $1.7 Billion By WILLIAM ALDEN
 Tony Cenicola/The New York Times Grupo Bimbo already has a number of well-known bread brands, including Thomas’ English muffins.
Grupo Bimbo, the Mexican baking giant, is expanding across North American for its latest bread deal.
The company has agreed to buy Canada Bread, a Toronto-based baking company that is 90 percent owned by Maple Leaf Foods, for $1.83 billion Canadian dollars, or $1.67 billion, according to an announcement on Wednesday.
Including a recent dividend paid by Canada Bread, the offer of 72 Canadian dollars a share represents a 31 percent premium over the company’s closing price on Oct. 18, the day before Maple Leaf said it was exploring strategic options for the business. It is also a 34 percent premium over the 20-day volume-weighted average stock price ending Oct. 18.
Maple Leaf has agreed to vote its shares in favor of the deal, Canada Bread said in its announcement. Investors appear to be expecting the deal to go through, sending shares of Canada Bread, which is listed on the Toronto Stock Exchange, up 7 percent on Wednesday to 72.05 Canadian dollars.
Grupo Bimbo already has a number of well-known bread brands in its portfolio, including parts of Entenmann’s, Thomas’ English muffins and Sara Lee bakery. In 2012, it was seen as a potential suitor for Hostess Brands.
Its deal for Canada Bread, subject to regulatory approval, is expected to close in the second quarter of this year. Under the deal’s terms, Canada Bread can pay quarterly dividends of up to 75 Canadian cents a share until the transaction closes.
“This is an excellent outcome for our bakery businesses and shareholders,” Richard Lan, the president and chief executive of Canada Bread, said in a statement. “Becoming part of Grupo Bimbo, the world’s leading bakery company, and benefiting from its focus, expertise and resources, will create new opportunities for our people, customers and business partners.”
A special committee of independent directors of Canada Bread received legal and financial advice, as well as a fairness opinion, from CIBC World Markets.
dealbook.nytimes.com
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| To: richardred who wrote (3571) | 2/13/2014 10:32:41 AM | | From: richardred | | | | IMO and miles to go before they can complete.
Comcast’s Deal for Time Warner Is Big Win for Advisers
Comcast’s $45 billion takeover of Time Warner Cable isn’t just a victory for the cable giant. It’s also an unexpected win for the company’s advisers.
For months, it had seemed as though the bevy of banks and law firms working for Charter Communications, the unwanted suitor for Time Warner Cable, were in a position to score a big payday. Its only real rival, Comcast, was in talks to buy a handful of markets from Charter should it have succeeded.
Obviously, things took a different turn in recent days.
Comcast’s financial advisers stand to make $51 million to $68 million in fees, according to estimates from Freeman & Company. Time Warner Cable’s banks could earn $57 million to $75 million.
Comcast was advised by:
The deal is particularly big for Mr. Taubman, who already has one major transaction under his belt since striking out on his own: Verizon Communications’ $130 billion purchase of the 45 percent stake in its wireless business owned by Vodafone. He has long counted Comcast as a client, having spearheaded its deal for NBC Universal.
dealbook.nytimes.com |
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| From: Glenn Petersen | 2/14/2014 5:25:26 PM | | | | | | Jos. A. Bank Takes a Page From a Long Ago Deal
By STEVEN M. DAVIDOFF
DealBook
New York Times
February 14, 2014, 4:55 pm
In purchasing Eddie Bauer, Jos. A. Bank Clothiers has cleverly structured its deal to try and avoid criticism that its pursuit of Eddie Bauer shuts down Men’s Wearhouse’s own bid for the men’s clothing company. It’s a deft maneuver, based on both Delaware law and a bit of ancient history.
Back in 1989, Paramount made a hostile offer for the company then known as Time Inc. Time had agreed to a business combination with Warner Communications. But Paramount’s offer appeared to create more value. In the face of having to try to convince its own shareholders to reject the Paramount deal and go ahead with the Warner merger, Time’s board opted to steamroll its own shareholders. Time restructured the Warner deal so it would be a straight out cash acquisition. The deal would effectively be a poison pill, since it made Time too big and too leveraged to be acquired by Paramount. The fact that many Time shareholders favored the Paramount bid was beside the point.
Paramount sued, but the Delaware Supreme Court sided with Time. The court held that so long as Time’s board had not agreed to a change of control, the acquisition could not be challenged. Time had adequately documented its strategic reasons for doing the deal, so it was free to acquire Warner even though it had effectively blocked the more valuable Paramount deal.
The decision upheld the principle that company boards could make acquisitions, even ones that blocked competing offers, with relative impunity. Shareholders could do nothing to stop it. Other countries, including the United Kingdom, require a significant vote on an acquisition to prevent these maneuvers, but most states in the United States do not.
Jos. A. Bank could thus have simply acquired Eddie Bauer without shareholder approval.
But if Jos. A Bank had simply done this, it would have been criticized for appearing to try to end the Men’s Wearhouse bid — a combination that seemed to make sense to both companies, which in the space of a year, have offered to acquire each other.
Instead, Jos. A Bank voluntarily put in its acquisition agreement a way out if Men’s Wearhouse comes back.
The Eddie Bauer acquisition agreement permits Jos. A. Bank to terminate the deal if a superior proposal is made for Jos. A Bank. A superior proposal is defined in the agreement as a proposal that provides for a full acquisition of Jos. A. Bank and that the Jos. A Bank board determines “would reasonably be expected to create greater value” than the Eddie Bauer acquisition and the plan to buy back up to $300 million of its own stock that the company also announced on Friday.
If Jos. A. Bank does receive a superior proposal, its board can terminate the Eddie Bauer acquisition by paying $48 million to Eddie Bauer’s owner, Golden Gate Capital. This corresponds to 3 percent of the value of Jos. A. Bank, based on the $57.50 offer price by Men’s Wearhouse. This is within the range of termination fees that targets typically pay if a subsequent bidder comes along.
Because this deal is, in part, structured like a private equity deal, if Jos. A. Bank’s financing falls through, Eddie Bauer can terminate the acquisition agreement and Jos. A Bank will be required to pay $55 million to Eddie Bauer’s owners. Otherwise, Jos. A. Bank can be forced to complete the deal.
The right to an exit that Jos. A. Bank negotiated is a clever maneuver. It allows Jos. A. Bank to say publicly to its shareholders: Look, we are acting in your best interests, and, in fact, we actually negotiated an out to take a better deal if it should come along.
But at the same time, the provision leaves the decision solely with Jos. A. Bank’s board. Given that antitrust regulators are still reviewing the Men’s Wearhouse’s bid, Jos. A. Bank’s board has a wide open hole to just say no to the Men’s Wearhouse bid. The more immediate value, the board could argue, is in the Eddie Bauer transaction. Men’s Wearhouse would have to come back with quite a bid to overcome this presumption, something it no doubt knows and many in the media speculated it was unlikely to do.
So Jos. A Bank cleverly gets around the heavy-handedness of appeared to unilaterally end the Men’s Wearhouse bid though a maneuver similar to Time’s while also getting its escape. Nice. It all means that what many investors who thought a combination of Men’s Wearhouse and Jos. A. Bank was a done deal are now left to see it as a dim alternative.
Steven M. Davidoff, a professor at the Michael E. Moritz College of Law at Ohio State University, is the author of “ Gods at War: Shotgun Takeovers, Government by Deal and the Private Equity Implosion.” E-mail: dealprof@nytimes.com | Twitter: @StevenDavidoff
dealbook.nytimes.com
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| To: Glenn Petersen who wrote (3635) | 2/15/2014 12:19:18 PM | | From: richardred | | | | Glen: Very interesting precedent. Thanks for jogging my memory. Most of use who dealt with hostile takeover battles over the years have heard of the famed Pac-Man defense. Which I though was a remote possibility, but it looks like Bank took the Fat Man route. Maybe the Dealbook author wasn't aware of FAT MAN Strategy? The piece just sounds to *blasé without it. Or maybe my tie in reference is a little to *PASSÉ. :+ )
Definition of 'Fat Man Strategy '
A takeover defense tactic that involves the acquisition of a business or assets by a target company. The strategy is based on the premise that the bulked-up company - the "fat man" - would have reduced appeal to a hostile bidder, especially if the acquisition increases the acquirer's debt load or decreases available cash.
P.S. related piece
Could Jos. A. Bank's Eddie Bauer buy boost Sears?For years now, an investment in Sears Holdings Inc. ( SHLD) has mostly hinged on how much the company’s various bits and pieces were worth to someone else on the open market.
The next bit of Sears merchandise expected to hit the market is Lands' End, the venerable direct seller of clothing and outdoor gear the company acquired for $1.9 billion in 2002. Sears is now preparing to spin Lands' End off to shareholders.
The news on Friday that men’s apparel retailer Jos. A Bank Clothiers Inc. ( JOSB) agreed to acquire Eddie Bauer from its private-equity owners, Golden Gate Capital, for $825 million offers a decent benchmark for gauging what Lands' End might be worth once it's set free.
Both Lands' End and Eddie Bauer are long-established American brands that began selling a similar mix of outdoorsy, utilitarian clothes and gear and have since broadened the fashion mix. The bottom line: Based on a rough comparison, Lands' End appears to be worth at least 10% and perhaps more than 20% of Sears’s current $4.5 billion stock-market value.
Jos. A. Bank is paying for Eddie Bauer in a mix of cash and stock, as well as a possible earn-out payment based on future performance. Jos. A. Bank — which has traded hostile takeover bids with Men’s Wearhouse Inc. ( MW) in recent months — said the purchase price essentially equals Eddie Bauer’s 2013 revenue and amounts to 9.5-times its adjusted earnings before interest, taxes, depreciation and amortization.
A generous valuation
This looks to be a somewhat generous valuation of adjusted EBITDA. In 2010 J. Crew was taken private at a multiple of about 9-times the prior year’s Ebitda (a proxy for cash flow). J. Crew is arguably a stronger brand and appeared to have had higher profit margins than Bauer.
Sears has filed financial information for Lands' End through October of 2013, but not yet for the full fiscal year. The company over the past couple of years has collected about $1.5 billion in annual revenue and was on target in 2013 for around $100 million in adjusted EBITDA. So at the revenue multiple Jos. A. Bank is paying for Eddie Bauer, Lands' End would be worth some $1.5 billion and, at Bauer’s cash-flow valuation, just under $1 billion. Lands' End's business is more heavily skewed toward direct sales (Internet and catalogue) than is Eddie Bauer's. This should in theory add to Lands' End's value, though its profit margins don't appear to be appreciably higher.
There are several caveats. First is that these reflect “enterprise value,” which adds equity value plus any net debt held by the company. Based on Sears’ spinoff filing, Lands' End intends to take on a $500 million term loan and use the cash to pay a dividend to Sears prior to the spinoff. (Such maneuvers are relatively common in spinoffs.)
So if Lands' End carries that $500 million in debt, and enterprise value (based on Eddie Bauer’s deal price) is to be in the range of $1 billion to $1.5 billion, it means the equity value of Lands' End to stock investors would be $500 million to $1 billion.
Another complication is that Jos. A. Bank seems to have moved to buy Eddie Bauer with some extenuating motives that could have inflated the price it paid. For one, the company warned of a badly eroding outlook for the core Bank business at the same time it announced the deal. Second, it’s using a complicated structure that gives Golden Gate Capital a 16.6% stake in Jos. A. Bank and provides for a steep $50 million termination fee if the deal is canceled.
This appears intended as a sort of “poison pill” defense, to make an acquisition of Jos. A. Bank vastly more expensive and difficult for Men’s Wearhouse. Breakout's Jeff Macke riffs here about Bank management's desperate hunt to increase shareholder value with a struggling core business. Bank management’s willingness to pay such a full price for Eddie Bauer could reflect its own unique objectives more than the intrinsic value of the Eddie Bauer business – which Golden Gate acquired out of bankruptcy in 2009 for less than $300 million.
Chains in decline
At the core of Sears Holdings, of course, is a pair of broad-line retail chains in decline, a combined total of 2,000 Kmart and Sears stores suffering depressed customer traffic and sliding sales, and operating in the red.
Yet under chairman and principal shareholder Edward Lampert, the company has been aggressively hiving off subsidiaries and real estate. He has spun off Sears Canada Ltd. ( SEARF) and Sears Hometown and Outlet Stores Inc. ( SHOS). He's also sold a lease on Sears's Honolulu store for some $200 million and created an internal real-estate development division to actively market Sears and Kmart store locations for use as data centers and other non-retail purposes.
finance.yahoo.com
*P.S. RE: blasé/PASSÉ Me and my best friend from chess club used the French words all the time back in high school. This when he first quipped the words while playing against him. It stuck in appropriate times after that. |
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| From: richardred | 2/18/2014 9:05:16 AM | | | | | | Big deal toady FRX Forest Labs
Drug Makers in $25 Billion Deal By DAVID GELLES
 Dario Cantatore/NYSE Euronext Paul Bisaro, the chairman and chief executive of Actavis, will lead the combined company.
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Updated, 8:30 a.m. |
Actavis said on Tuesday that it had reached an agreement to acquire Forest Laboratories for $25 billion in cash and stock in a deal that would create a huge pharmaceuticals company with heavy exposure to both branded and generic drugs.
The deal marks the biggest deal yet for one of the pharmaceutical industry’s most aggressive buyers, and a major win for Carl C. Icahn, who had been agitating for change at Forest.
Actavis, based in Dublin but operating from Parsippany, N..J., has been an aggressive acquirer of other drug companies. The latest acquisition — its largest by far — will be its seventh since January 2013, according to Standard & Poor’s Capital IQ. The combined revenues of the two fast-growing specialty pharmaceutical companies are expected to be more than $15 billion in 2015, the companies said.
Under the terms of the deal, Forest shareholders will receive $26.04 in cash and 0.3306 of a share of Actaivs or $89.48. That represents a premium of 25 percent from Forest’s closing stock price on Friday. The stock portion of the payment will be tax-free for Actavis.
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Shares of Forest were up more than 30 percent in premarket trading, while Actavis shares were up 12 percent as investors cheered news of the deal.
Actavis has historically been focused on generic drugs, but in recent years has expanded into selling more branded pharmaceuticals. Forest’s best known drugs are Lexapro and Namenda.
“Today we create a new kind of specialty pharmaceutical company, and one that’s really grounded in something different — a generic DNA,” Paul Bisaro, the chairman and chief executive of Actavis, said in a conference call. “We will have a balanced portfolio of branded and generic offerings.”
This is the first major deal Actavis has announced since it completed its takeover of Warner Chilcott last year for about $5 billion. That deal expanded Actavis’ presence in specialty pharmaceuticals, and also allowed it to complete a so-called tax inversion, relocating its headquarters to Ireland and escaping the U.S. tax regime.
One big advantage of tax inversions, besides a lower statutory tax rate, is that deals can become more affordable. Once inverted, companies can more easily use overseas cash to pay for a deal, and the earnings from any acquired company are also taxed at the company’s new, lower rate.
In this case, Forest’s earnings, which had been getting taxed at a higher U.S. rate, will eventually be taxed at the lower Irish rate currently paid by Actavis, which executives estimated to be 16 percent. Tax savings will amount to at least $100 million, the company’s said.
Mr. Bisaro, who will lead the combined company, said that the deal would result in at least $1 billion in pre-tax and tax savings in the first years of the combination.
The deal is a huge win Mr. Icahn, who led an unsuccessful proxy fight at Forest in 2011 before gaining a board seat and has advocated for changes at the drug maker. He owns more than 11 percent of Forest, according to Dec. 31 filings.
“Great result for ALL $FRX (Forest Labs) shareholders,” Mr. Icahn wrote on Twitter. “Proves again that activism works.”
And though Actavis has been known to grow through acquisition, the enlarged company is already pledging to aggressively develop new drugs. The combined company will spend $1 billion in research and development in its first year, executives said, and already has many products in Phase 3 and 2 research.
Actavis said it planned to release its quarterly results as planned on Thursday, but would not hold a conference call to discuss results.
The companies anticipate closing the deal during the middle of next year. The companies does not expect any significant divestitures.
“When you look at the overview of Forest strategy, it will remain alive and well,” said Forest’s chief executive Paul Bisaro on a conference call. “We believe the optionally for future grown is incredible strong.”
Though Actavis has bridge loan commitments from Bank of America Merrill Lynch and Mizuho Bank, Mr. Bisaro said “we are not over levering ourselves” to get this done.
Greenhill & Company and the law firm Latham & Watkins advised Actavis. JPMorgan Chase is serving as financial adviser to Forest, and Wachtell, Lipton, Rosen & Katz is serving as its legal adviser.
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