(BN) Drug Takeover Valuations Soar as Par Pharma Gains 300%: Real M&A


Drug Takeover Valuations Soar as Par Pharma Gains 300%: Real M&A
2015-05-18 20:15:56.203 GMT


(For a Real M&A column news alert: SALT REALMNA <GO>.)

By Tara Lachapelle
(Bloomberg) -- To see just how much drug-company valuations
have ballooned, check out Monday’s takeover of little-known
generics maker Par Pharmaceutical Holdings Inc.
Par was taken private in 2012 by TPG Capital for about $1.9
billion. Now it’s selling for more than quadruple that price to
Endo International Plc, another drugmaker. Endo’s stock fell 5.4
percent after it announced the deal, which is its largest and
most expensive. It’s valuing Par at about 66 times 2014 earnings
before interest, taxes, depreciation and amortization and 7.5
times revenue.
Takeover valuations are “going through the roof” in the
pharma and biotech industries, Frank Orthbandt, a London-based
analyst for Fitch Ratings, said in a phone interview. “The
expectation is that prices are continuing to rise and that we’re
coming to an end of this low-interest-rate period in the U.S.,
so you had better bite the bullet and buy now at a very high
valuation.”
Acquisition prices this year for pharmaceutical and
biotechnology companies such as Par are the highest relative to
Ebitda and revenue in at least 20 years, according to data
compiled by Bloomberg based on median multiples for deals. There
was a 63 percent jump in the median Ebitda multiple this year,
the biggest annual increase since 1998.

‘Selling Moment’

Private-equity firms such as TPG are using this as an
opportunity to exit their investments as growth-hungry strategic
buyers show a willingness to pay the rich multiples. Many
leading drugmakers are reeling from patent losses on what were
once their most lucrative products, so they’re paying up to
replenish their pipelines. Others are taking advantage of low
tax rates gained from moving their headquarters to places such
as Ireland.
“This is a selling moment if you’re a financial owner of
companies, and it is a buying and consolidation moment if you’re
a well-capitalized public company that has a stock that is
trading really well,” Marshall Sonenshine, chairman of New
York-based investment bank Sonenshine Partners LLC, said in an
interview on Bloomberg radio Monday.
Fitch Ratings cautioned in a report last month that
acquisitions of biotech companies with only experimental drugs
and no marketed products are risky at these prices and could
weaken the acquirers’ credit quality.
Treatment areas such as cancer, cardiovascular and rare
diseases are where suitable targets are scarce and thus seeing
particularly lofty takeover prices.
For the younger drug developers, it’s based on “a nebulous
calculation of potential peak sales,” Orthbandt of Fitch said.
“In those cases, you have to rely on a lot of assumptions.”

Par Value

Those types of transactions differ from Monday’s takeover
of Par, which does generate revenue. It will add about $1.2
billion of annual generic sales to help Endo overtake Sun
Pharmaceutical Industries Ltd. as the fifth-largest seller of
generic medicines, according to Elizabeth Krutoholow, an analyst
for Bloomberg Intelligence.
Endo said Monday that Par is one of the largest suppliers
of extended-release products -- which are harder to copy and
manufacture than regular generic medicines -- and it’s also been
growing in sterile injectables. Par’s expansion in those areas
may explain the large increase in the company’s value over the
past three years.
“Endo really made it clear during their call that the
injectable business has gotten far more useful and successful,
and also the extended-release business is really where we’re
seeing generics going,” she said. “I think that made Par more
valuable than before it went private.”

For Related News and Information:
Endo Buys Par Pharma for $8.05 Billion Amid Hunt for More Deals
Pharma’s Comeback Deals Keep Drug M&A on Track to Reach Records
Salix Gets Swept Into Pharma Frenzy as Premiums Soar: Real M&A
Real M&A columns: NI REALMNA <GO>
Top deal stories: DTOP <GO>

To contact the reporter on this story:
Tara Lachapelle in New York at +1-212-617-8911 or
tlachapelle@bloomberg.net
To contact the editors responsible for this story:
Beth Williams at +1-212-617-2307 or
bewilliams@bloomberg.net
Elizabeth Wollman

(ZH) The Last Two Times This Happened, Stocks Crashed...Another ZeroHedge Armageddon article...



The Last Two Times This Happened, Stocks Crashed


Are stocks disconnected from reality? Probably, according to Tobin’s Q, a rather elegant way to assess equity valuations developed by the late Nobel Prize-winning Yale economist James Tobin. Put simply, Tobin’s Q compares the total value of stock prices with the value of underlying assets such as plants, inventory, and equipment (i.e. replacement costs). Add up the value of the equity, then buy all the assets, and see if you have some cash left over. If you do, stocks were overvalued. 

We’ve looked at this on a number of occasions, most recently in January when we noted that the Q ratio was near peaks observed over most of history’s bull markets, and as Bloomberg reports, stocks are now more overvalued than at any time in history with the exception of the tech bubble and the 1929 highs.

Via Bloomberg:

If you sold every share of every company in the U.S. and used the money to buy up all the factories, machines and inventory, you’d have some cash left over. That, in a nutshell, is the math behind a bear case on equities that says prices have outrun reality.

 

The concept is embodied in a measure known as the Q ratio developed by James Tobin, a Nobel Prize-winning economist at Yale University who died in 2002. According to Tobin’s Q, equities in the U.S. are valued about 10 percent above the cost of replacing their underlying assets -- higher than any time other than the Internet bubble and the 1929 peak.

Here's a look at the chart:

The above should come as absolutely no surprise to regular readers. Indeed, corporate management teams have adopted policies that virtually ensure the value of their equity will far outrun the replacement costs of the underlying assets. 

As we’ve documented exhaustively — in fact, one might argue that it’s been the single most important narrative we’ve pushed this year — companies are taking advantage of record low borrowing costs and voracious demand for corporate bonds by issuing record amounts of debt. The problem: the proceeds aren’t going towards capex (i.e. future growth and productivity) but rather towards buybacks which not only inflate EPS but also management’s equity-linked compensation.

This means that while stocks climb ever higher thanks to a perpetual bid from price insensitive corporate management teams and investors (and central banks) frontrunning the buybacks (repurchase authorizations hit a record in April, so it’s not difficult to see what’s coming), productive assets deteriorate, jeopardizing top line growth and, in turn, the ability to service debt costs down the road. Here are a few graphics that tell the story

One may argue that “capex is higher than ever”, but that is slightly misleading because while it may be at its highest level on record in absolute terms, a look at the following pretty clearly indicates that buybacks have the momentum...

...and buybacks have officially reached escape velocity...

Here's more from Bloomberg:

The ratio’s doubling since 2009 to 1.10 is a symptom of companies diverting money from their businesses to the stock market, choosing buybacks over capital spending. Six years of zero-percent interest rates have similarly driven investors into riskier things like equities, elevating the paper value of assets over their tangible worth, he said.

 

Standard & Poor’s 500 Index members last year spent about 95 percent of their profits on buybacks and dividends, with stock repurchases exceeding $2 trillion since 2009, data compiled by S&P Dow Jones Indices show.

 

In the first four months of this year, almost $400 billion of buybacks were announced, with February, March and April ranking as three of the four busiest months ever, according to data compiled by Birinyi Associates Inc.

Spending by companies on plants and equipment is lagging behind. While capital investment also rose to a record in 2014, its growth was 11 percent over the last two years, versus 45 percent in buybacks, data compiled by Barclays Plc show.

 

With equity prices surging and investment growth failing to keep pace, the Q ratio has risen to 58 percent above its average of 0.70 since 1900, according to data compiled by Birinyi and the Federal Reserve on market and asset values for non-financial companies. Readings above 1 are considered by some to be too high and the ratio has exceeded that threshold only 12 percent of the time, mostly between 1995 to 2001.

So congratulations to the Fed and to corporate America. Thanks to a protracted period of ultra-low rates and a combination of corporate short-sightedness and greed, stock prices have been driven to their third-largest disconnect with underlying productive assets in history. 

>>> ANN sale to Ascena followed broad review of options with JPMorgan

DEAL REPORTER

ANN sale to Ascena followed broad review of options with JPMorgan

ANN INC. (NYSE: ANN) conducted a months-long review of available options before announcing Monday it will be acquired by Ascena Retail Group (NASDAQ: ASNA), and no significant disposals are expected in connection with the deal, according to executives from both companies.

In her opening remarks on the conference call held today (18 May) to discuss the deal, ANN CEO Kay Krill said the company's board spent the past several months conducting an extensive review of a wide range of options.

"The review was conducted with the assistance of our outside advisor, JPMorgan, and included evaluating among other things continued execution of the company's long-term plan as a standalone entity, potential transactions with strategic partners and private equity firms, potential acquisition opportunity and potential changes to our capital structure and payout policy, including expanded share repurchase and/or the initiation of a cash dividend," Krill said.

ANN's status as a target had been the subject of extensive speculation in recent months, with a published report in early May saying the company was in advanced talks for a sale to Golden Gate Capital. ANN was willing to look at an offer in the low USD 40-per-share area, and Bain Capital had withdrawn from bidding, according to that 6 May newswire report.

The sale to Ascena values ANN at USD 47 per share for an enterprise value of approximately USD 2bn. Ascena will fund the deal with approximately 80% cash, supported by committed financing of up to USD 2.4bn from Goldman Sachs and Guggenheim. The transaction is expected to close in the second half of 2015.

The transaction multiple is 7.7 times trailing 12-months EBITDA, which drops to 4.9 times when synergies are included, Ascena CEO David Jaffe said Monday.

During the Q&A session of the call, Goldman Sachs analyst Taposh Bari noted that Ascena sold some non-core assets after buying Charming Shoppes in 2012, and asked if there was a similar opportunity within ANN's portfolio.

"If there is, it's de minimis," CEO Jaffe replied.

In addition to Guggenheim and Goldman, Ascena is being advised by Proskauer Rose. Wachtell, Lipton, Rosen & Katz is advising ANN along with JPMorgan.

>>> Actavis does not see role in Teva-Mylan-Perrigo fight - CEO

DEAL REPORTER

Actavis does not see role in Teva-Mylan-Perrigo fight - CEO

Actavis (NYSE:ACT), the pharmaceutical giant which just closed on its USD 70.5bn deal to buy Allergan, is unlikely to jump into the takeover battle involving Teva Pharmaceuticals (NYSE:TEVA), Mylan (NYSE:MYL) and Perrigo (NASDAQ:PRGO), CEO Brent Saunders said.

Saunders, speaking on the sidelines of the UBS Global Healthcare Conference in New York on Monday, said that while Actavis expects to be an active participant in consolidation in the global pharma industry in coming years, the company is not interested in getting involved in hostile situations.

“We don’t do hostile deals so someone would have to invite us in. Perrigo doesn’t seem like they want to sell and Mylan doesn’t seem like they want to sell, but if someone calls us, we will always take a look,” Saunders said.

Saunders’ remarks come amid a spate of expected and actual acquisition moves in the global pharmaceutical industry, including Mylan’s hostile approach to Perrigo, followed by Teva’s hostile bid for Mylan. The moves drew speculation that Perrigo in particular may seek a “white knight” friendly bidder such as Actavis to fend off Mylan’s approach.

Saunders told investors in a Q&A presentation that he expects the approximately 30 pharma companies with global revenues above USD 5bn to consolidate to about 10 in the next five years or so. He said the company “will always be looking” for assets both large and small to add to its portfolio.

Even though Actavis’ long-term debt ballooned to USD 43.6bn from USD 15.7bn following the cash-and-share offer for Allergan, Saunders said the company is still capable of doing ‘transformational’ deals using equity or other means to pay for large purchases.

“We are committed to an investment grade credit rating, but that doesn’t forgo us from using equity or other things to do transformational deals,” Saunders said in an interview.

(BN) Uber Joins Baidu as Nokia’s Maps Unit Draws Multiple Bidders (1)


Uber Joins Baidu as Nokia’s Maps Unit Draws Multiple Bidders (1)
2015-05-18 17:21:35.355 GMT


(Updates with names of carmakers from fourth paragraph.)

By Alex Sherman, Kiel Porter and Lulu Yilun Chen
(Bloomberg) -- Uber Technologies Inc. is teaming up with
Baidu Technologies Inc. and Apax Partners to pursue Nokia Oyj’s
maps business, people with knowledge of the matter said, as a
bidding war for the unit intensifies.
Another group, comprising China’s Tencent Holdings Ltd.,
NavInfo Co. and Swedish buyout firm EQT Partners AB, is also
bidding for the unit, which may fetch as much as $4 billion,
three of the people said, asking not to be identified because
negotiations are private.
Microsoft Corp. has offered to buy a minority stake, while
three U.S. private-equity firms -- Hellman & Friedman, Silver
Lake Management and Thoma Bravo -- are also in the running, the
people said.
The next round of bids for the maps unit, known as HERE, is
due in two weeks, they said. Baidu, China’s largest search
engine, is partnering with Uber, the San Francisco-based taxi
challenger, to avoid regulatory scrutiny, one of the people
said. A group of German carmakers comprising Audi AG, BMW AG and
Daimler AG is also interested in the business, two of the people
said.
Representatives for Audi, Apax, Baidu, Daimler, EQT, HERE,
Hellman & Friedman, Microsoft, Nokia, Tencent, Silver Lake,
Thoma Bravo and Uber declined to comment. Calls to BMW
representatives weren’t returned.
Nokia’s U.S.-traded shares rose as much as 1.7 percent,
extending gains.

Nokia Refocusing

Nokia’s digital-maps business provides data to Amazon.com
Inc., Microsoft and Yahoo! Inc. and car-navigation systems for
companies including Toyota Motor Corp. and Honda Motor Co. The
potential valuation suggests Nokia’s mapping assets have lost
value since 2008, when the company spent $8.1 billion to buy map
provider Navteq Corp.
Still, with bidders lining up, the potential value of the
sale could be climbing: as recently as April the company was
said to be seeking more than 3 billion euros ($3.4 billion). The
company had also sought bids from companies including Facebook
Inc. and Alibaba Group Holding Ltd., people with knowledge of
the matter said last month.
Nokia, based in Espoo, Finland, is seeking to sell the
mapping unit as it focuses on mobile-network equipment and
services to better compete with Huawei Technologies Co. Nokia
agreed to buy Alcatel-Lucent SA for 15.6 billion euros last
month to create the world’s largest supplier of equipment that
powers mobile-phone networks.

For Related News and Information:
Nokia Said to Weigh Sale of Maps Business to Focus on Networks
Nokia Said to Target Apple, Alibaba and Amazon in Maps-Unit Sale
Top Deal Stories: DTOP<GO>

--With assistance from Aaron Kirchfeld in London, Naomi Kresge
and Chris Reiter in Berlin, Adam Ewing in Stockholm, Christoph
Rauwald in Frankfurt, Dina Bass in Seattle and Eric Newcomer in
San Francisco.

To contact the reporters on this story:
Alex Sherman in New York at +1-212-617-8278 or
asherman6@bloomberg.net;
Kiel Porter in London at +44-20-3525-2448 or
kporter17@bloomberg.net;
Lulu Yilun Chen in Hong Kong at +852-2977-4824 or
ychen447@bloomberg.net
To contact the editors responsible for this story:
Mohammed Hadi at +1-212-617-2914 or
mhadi1@bloomberg.net;
Aaron Kirchfeld at +44-20-3525-8830 or
akirchfeld@bloomberg.net
Elizabeth Fournier

>>> ACHN - Reportedly has cancelled its appearance at the UBS conference - finan

Reportedly has cancelled its appearance at the UBS conference - financial press-

ACHN Sep 15 calls are seeing interest ahead of UBS conference starting today at 11:30 AM ET with 7510 contracts trading vs. open int of 7920, pushing implied vol up around 14 points to ~77% -- nearly 6.3K contracts traded in one transaction. Co is scheduled to present at a JMP conference on June 23 and is expected to report earnings early August
.

>>> Icahn believes Apple Worth $240 today

{http://www.shareholderssquaretable.com/carl-icahn-issues-open-letter-to-tim-cook/}