Valeant Pharmaceuticals International disclosed today it made a hostile $45.7 billion bid for Botox maker Allergan supported by its largest shareholder, investor William Ackman’s Pershing Square Capital Management.
According to Valeant, Allergan investors would receive for each company share they now own $48.30 in cash and 0.83% of a share of Valeant common stock. The bid reflects what Valeant termed a “substantial premium” on Allergan’s share price of $116.63 at the close of trading April 10, the day before Pershing Square crossed the 5% ownership disclosure level and began quickly acquiring additional shares, with the acquisition in mind.
Valeant also said it expected to realize “at least” $2.7 billion in annual cost reductions, of which 80% would be achieved in the first six months after completion of a deal.
Allergan shareholders would own 43% of the combined company “and thereby continue to participate in the expected value creation of the combined company,” Valeant stated.
Valeant and Pershing Square signaled their intent to bid for Allergan in a filing to the U.S. Securities and Exchange Commission. There and in a press release, Valeant disclosed today that Pershing Square now holds 9.7% of Allergan shares.
Under CEO Mike Pearson, Valeant has built itself into a powerhouse, having acquired some 35 companies at a combined cost of $19 billion, toward its goal of becoming a top-five biopharma in market capitalization by 2016. That would entail a market cap of more than $150 million, toward which Valeant is nearly one-third of the way; its market cap was calculated at $45.19 billion this morning by Yahoo Finance. A deal to acquire Allergan would nearly double that market cap.
Earlier this year, Valeant said it would acquire PreCision Dermatology in an up-to-$500 million deal ($475 million upfront plus an up-to-$25 million sales milestone payment) the buyer said would add to its portfolio medical dermatology treatments topical disease states such as acne and atopic dermatitis.
On January 23, Valeant completed its previous acquisition, buying medical aesthetic device maker Solta Medical for about $250 million. Last year, Valeant became an eyecare giant after it acquired Bausch+Lomb for $8.7 billion, and continued to grow its skincare business by snapping up Obagi Medical Products for about $343.7 million. And in 2012, Valeant shelled out $2.6 billion for Medicis Pharmaceutical, also with an expanded skincare business in mind.
As for Allergan, Bloomberg News today reported that Valeant had been pursuing a merger with the Botox maker for more than 18 months, citing an unnamed “person familiar with the talks.”
“The question has always been, it’s not whether Valeant would be interested in buying Allergan, it’s a question of would Allergan sell to Valeant,” Timothy Chiang, an analyst at CRT Capital Group, told Bloomberg, adding: “I don’t think it’s any secret that a combination of Valeant and Allergan would make a lot of sense.”
Allergan’s best-selling product, accounting for nearly one-third of its 2013 sales, is Botox, which last year generated $1.98 billion for the company. Another Allergan product, the dry eye treatment Restasis, racked up $940 million in sales last year.