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November 23, 2015
10:29 EDTPFEBiggest risk to Pfizer-Allergan deal is 'earnings stripping,' says Leerink
Leerink analyst Seamus Fernandez said he believes Pfizer (PFE) and Allergan's (AGN) planned transaction is likely to close, with the primary risk being the potential for U.S. Treasury changes to "earnings stripping" rules. However, Fernandez added that he thinks Treasury changes are less likely to include a change to this practice given the broad implications it would have for other industries. The firm has a Market Perform rating on Pfizer and an Outperform rating on Allergan, and recommends owning the latter over the former, though Fernandez tells investors that he thinks the merged company's stock can trade at $36 per share in the next 12 months.
09:39 EDTPFEActive equity options trading on open
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08:08 EDTGSKIdera Pharmaceuticals announces partnership with GSK
Idera Pharmaceuticals (IDRA) announced it has entered into an exclusive worldwide collaboration and license agreement with GSK (GSK) to research, develop and commercialize selected molecules from Idera's 3rd generation antisense platform for the treatment of selected targets in renal disease. Under the terms of the agreement, Idera is eligible to receive approximately $100M in development and regulatory milestone payments, including a $2.5M upfront payment. Additionally, Idera is eligible to receive royalties on all sales upon commercialization at varying rates up to five percent on annual net sales in excess of $500M.
07:08 EDTPFEPfizer: Allergan deal to be neutral to adjusted EPS in 2017, accretive in CY18
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07:06 EDTPFEPfizer sees Allergan deal closing in 2H16
The completion of the transaction, which is expected in the second half of 2016, is subject to certain conditions, including receipt of regulatory approval in certain jurisdictions, including the United States and European Union, the receipt of necessary approvals from both Pfizer (PFE) and Allergan shareholders, and the completion of Allergan's (AGN) pending divestiture of its generics business to Teva Pharmaceuticals Ltd (TEVA)., which Allergan expects will close in the first quarter of 2016. Pursuant to the terms of the merger agreement, the Allergan parent company will be the parent company of the combined group. A wholly owned subsidiary of Allergan will be merged with and into Pfizer, and subject to receipt of shareholder approval, the Allergan parent company will be renamed "Pfizer plc" after the closing of the transaction. Immediately prior to the merger, Allergan will effect an 11.3-for-one share split so that each Allergan shareholder will receive 11.3 shares of the combined company for each of their Allergan shares, and the Pfizer stockholders will receive one share of the combined company for each of their Pfizer shares. Pfizer's U.S. stockholders will recognize a taxable gain, but not a loss, for U.S. federal income tax purposes. The transaction is expected to be tax-free for U.S. federal income tax purposes to Allergan shareholders. Pfizer stockholders will have the opportunity to elect to receive cash instead of stock of the combined company for some or all of their Pfizer shares, provided that the aggregate amount of cash to be paid in the merger will not be less than $6 billion or greater than $12 billion. In the event that the aggregate cash to be paid in the merger would otherwise be less than $6 billion or greater than $12 billion, then the stock and cash elections will be subject to proration. Following the transaction, and assuming that all $12 billion of cash is paid in the merger, it is expected that former Pfizer stockholders will hold approximately 56% of the combined company and Allergan shareholders will own approximately 44% of the combined company on a fully diluted basis. As a result of the combination with Allergan and subsequent integration of the two companies, Pfizer now expects to make a decision about a potential separation of the combined company's innovative and established businesses by no later than the end of 2018. Pfizer plc's board is expected to have 15 directors, consisting of all of Pfizer's 11 current directors and 4 current directors of Allergan. The directors from Allergan will be Paul Bisaro, Allergan's current Executive Chairman, Brent Saunders, Allergan's current CEO, and two other directors from Allergan to be selected at a later date. Ian Read, Pfizer's Chairman and CEO, will serve as Chairman and CEO of the combined company. Brent Saunders will serve as President and Chief Operating Officer of the combined company. He will be responsible for the oversight of all Pfizer and Allergan's combined commercial businesses, manufacturing and strategy functions.
07:05 EDTPFEPfizer sees Allergan deal delivering over $2B in operational synergies in 3 yrs
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07:03 EDTPFEPfizer, Allergan to combine in deal with total enterprise value of approx. $160B
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07:03 EDTPFEPfizer, Allergan to combine in deal with total enterprise value of approx. $160B
05:37 EDTNVSNovartis receives two EU approvals for Cosentyx
Novartis announced today that the European Commission has approved Cosentyx for the treatment of people living with ankylosing spondylitis, or AS, and psoriatic arthritis, or PsA. For AS, this is the first new treatment advance in 16 years since the development of the current standard of care, anti-tumor necrosis factor, or anti-TNF, therapy. Cosentyx is the first in a new class of medicines called interleukin-17A, or IL-17A, inhibitors to be made available in Europe for AS and PsA. These approvals follow on from the earlier EC approval of Cosentyx for the first-line treatment of patients with moderate-to-severe plaque psoriasis. AS and PsA are common inflammatory joint conditions affecting approximately five million people in Europe, yet they remain significantly under-diagnosed and under-treated. If not treated effectively, they can lead to irreversible damage to the spine and joints, causing life-long pain and disability. New treatments are urgently needed for both conditions as many patients do not respond well to existing treatments, with up to 40% not responding sufficiently to anti-TNFs.
November 22, 2015
19:16 EDTPFEPfizer, Allergan could announce merger agreement Monday, Bloomberg says
The boards of Pfizer (PFE) and Allergan (AGN) are expected to approve a merger agreement Sunday, and the two companies could announce a formal deal as soon as Monday, reports Bloomberg, citing a source. With Pfizer giving 11.3 shares for each Allergan share, the transaction would be valued at over $150B, though it is structured in such a way that Allergan would technically become the buyer of Pfizer, the source told Bloomberg. Pfizer stockholders would receive a small cash amount, the source noted, adding that Pfizer CEO Ian Read would head the combined company while Allergan CEO Brent Saunders would be in a "high position." Reference Link
16:49 EDTPFEPfizer nearing acquisition of Allergan for over $150B, Reuters says
Pfizer (PFE) was due to gain formal board approval Sunday for its potential acquisition of Allergan (AGN) for over $150B, reports Reuters, citing sources. The merger agreement would involve Pfizer paying 11.3 shares for every Allergan share, as well as a small cash component accounting for less than 10% of the deal, sources told the publication. Reference Link
15:03 EDTMRKMerck reports multiple data sets from Keytruda combination studies
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13:21 EDTCELGAlphabet, Celgene, others could rise 20% over next year, Barron's says
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November 20, 2015
17:16 EDTNVSNovartis announces FDA approval of Tafinlar + Mekinist
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16:35 EDTPFEStocks follow worst week of year with one of best after Fed minutes give clarity
Stocks ended the week with sharp gains, with the S&P rising over 3%, bouncing back from last week's equally sharp declines. The primary driver of the move appeared to be the Fed minutes, which provided further clarity that December's meeting is firmly on the table for the central bank to make its first rate hike in many years. MACRO NEWS: In the U.S., the minutes from the Fed's last FOMC meeting showed that most participants expect that rate hike conditions will be met by their December meeting. The Fed repeated its constant refrain, though, that the actual decision would depend on the implications for the medium-term outlook from recent economic data... The consumer price index rose 0.2% in October, as expected. When food and energy prices are stripped out, the "core" CPI also rose 0.2%, also matching the consensus forecast. Industrial production slid 0.2% in October, versus expectations for it to have risen 0.1%. Capacity utilization came in as expected at 77.5%. Housing starts fell 11.0% to a 1.06M pace in October, weaker than the expected rate of 1.16M. Building permits, however, rose 4.1% to a 1.15M rate, versus an expected rise of 3.8%. The Empire State index, which measures manufacturing in the N.Y. region, edged up to -10.74 in November, up from last month's -11.4, but below expectations for a -6.5 reading... In Europe, minutes from the most recent European Central Bank policy meeting showed that some participants called for more stimulus amid deflation risks, weak oil prices and a sluggish recovery in the regions' economy... In Asia, Japan's gross domestic product declined 0.8% in the third quarter, missing expectations for a 0.2% decrease and taking the nation's economy back into recession. Later in the week, the Bank of Japan maintained its current pace of monetary stimulus, as expected. Meanwhile, China's Securities Regulatory Commission has restarted initial public offerings for five companies to list on the Shanghai stock exchange and five in Shenzhen, ending a five-month freeze on IPOs. COMPANY NEWS: Shares of Wal-Mart advanced 3.5% on Tuesday after the world's largest retailer reported better than expected quarterly earnings and gave a fiscal year profit outlook that was higher than expected at the midpoint of the company's range. Another retail giant and fellow Dow member, Home Depot (HD), gained more than 4% that day after its own better than expected quarterly reports, which came on the heels of largely disappointing reports from other major retailers. Target (TGT), however, fell more than 4% on Wednesday after the retailer reported in-line quarterly sales and profits and narrowed the range of its fiscal year earnings view. Among others reporting earnings this week, TJX Companies (TJX) and Keurig Green Mountain (GMCR) rose immediately following their reports, while Kirkland's (KIRK) and Nimble Storage (NMBL) fell right after their own... The biggest U.S. health insurer said Thursday that it is considering pulling out of Obamacare due to losses it has suffered from its participation in the program and cut its profit outlook for this fiscal year, sending its shares and those of its industry peers lower. UnitedHealth (UNH) fell after trimming its fiscal 2015 earnings outlook, citing the Affordable Care Act, and stating that it is "evaluating the viability of the insurance exchange product segment." Aetna (AET), Humana (HUM), Anthem (ANTM) and Cigna (CI) all declined following their rival's announcement, though Aetna and Anthem followed the news up Friday morning by each reaffirming their fiscal 2015 earnings outlooks. Hospital stocks fell as well, with HCA Holdings (HCA), LifePoint (LPNT), Community Health (CYH) and Tenet (THC) all ending the Thursday lower by 6% or more... Square (SQ) rose 45% to close its first day as a publicly-traded company at $13.07 after pricing its initial public offering at $9 per share. Twitter (TWTR), which, like Square, claims Jack Dorsey as its CEO, advanced a bit following Square's public debut as well. Another high-profile tech company also gained in its first day of public trading, as Match Group (MTCH), the owner of dating app Tinder and other online dating services, climbed 22.8% to $14.74 after pricing its IPO at $12 per share... Bloomberg reported that Pfizer (PFE) is nearing an agreement to acquire Allergan (AGN) for $370 to $380 per share, citing people familiar with the matter. CNBC's David Faber then reported that deal talks are in the "final innings" and centered on an all stock transaction whereby Pfizer would offer 11-plus shares per Allergan share. Then, people close to the talks told Financial Times that the U.S. drugmaker is preparing to offer more than $380 per share for Allergan. Amid all these reports, Treasury Secretary Jacob Lew said that his department will release "targeted guidance" later this week meant to "deter and reduce further the economic benefits of corporate inversions" like the one being contemplated by the drugmakers. In other M&A news, Starwood Hotels & Resorts (HOT) found a buyer, but not the one that media reports had been foreshadowing. Starwood and Marriott (MAR) announced a deal under which the companies will combine in a cash and stock transaction valued at $12.2B to create the world's largest hotel company. Canadian Pacific (CP) and Norfolk Southern (NSC) both advanced after Canadian submitted a bid to acquire Norfolk, though the latter immediately criticized the offer as "low-premium." Airgas (ARG) surged about 30% after agreeing to be acquired by France's Air Liquide for $143 per share. Fairchild (FCS) jumped 8.5% after agreeing to be acquired for $20 per share by ON Semiconductor (ON)... Qualcomm (QCOM) dropped sharply after disclosing that Korea's Fair Trade Commission alleged the company does not "properly negotiate" aspects of its licenses and may be violating Korean competition law... SunEdison (SUNE) had another tough week, falling about 43% amid ongoing concerns regarding its liquidity and after quarterly filings revealed that several prominent hedge funds exited or trimmed their stakes in the company... ConAgra (CAG) gained 4% on Wednesday after announcing plans to separate into two independent public companies... Nike (NKE) advanced to close out the week after the footwear and sports apparel giant announced a two-for-one stock split, a $12B stock repurchase program and plans to boost its dividend... Chipotle Mexican Grill (CMG) dropped sharply after the Center for Disease Control announced that three additional states have reported people infected within the E. coli outbreak linked to the company's restaurants. INDEXES: The Dow gained about 3.35% to close at 17,823.81, the S&P 500 rose about 3.27% to close at 2,089.17, and the Nasdaq advanced about 3.58% to close at 5,104.92.
16:34 EDTPFEPfizer, Allergan may strike deal at $354 per share next week, CNBC says
Merger talks between Pfizer (PFE) and Allergan (AGN) have progressed and a deal may come as early as next week, CNBC reports, citing sources. The companies have discussed 11 Pfizer shares per Allergan share, which would come to about $354 per share, or a roughly 13% premium to Allergan's closing price Friday, sources said. Reference Link
14:41 EDTNVSNY AG leads team of states in $390M settlement with Novartis over kickbacks
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14:37 EDTPFEPfizer, Allergan CEO's come to terms on combined company roles, Reuters reports
The CEO's of Pfizer (PFE) and Allergan (AGN) have agreed on the roles they would assume in a merger, removing one of the last obstacles to the largest ever healthcare combination, Reuters reports, citing people familiar with the matter. Pfizer CEO Ian Read will be CEO of the combined company, while Allergan CEO Brent Saunders will assume another very senior role, the people said, noting a deal announcement is expected in the coming days. Reference Link
14:09 EDTPFEInvestors worried planned Pfizer takeover undervalues Allergan, FT says
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14:00 EDTNVSNY AG leads team of states in $390M settlement with Novartis over kickbacks
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