garza
17年前
Shareholder Lawsuit Over Wyeth Acquisition By Pfizer As ‘Too Low' Filed
2009-02-03 06:53:59 - A Wyeth shareholder (NYSE: WYE) filed a lawsuit over the proposed acquisition of Wyeth by Pfizer and asked a federal judge to block the drugmaker's sale, saying that it's 'unlawful and unenforceable'.
On January 27, 2009 a Wyeth shareholder filed a lawsuit over the proposed acquisition of Wyeth by Pfizer. The plaintiff asked a federal judge to block the drugmaker's sale, saying that it's 'unlawful and unenforceable', the $68 billion offer is too low. and that Wyeth directors failed to get the best price in the sale announced Jan. 26, breaching their fiduciary duty. According to the complaint the offer is 'unfair and grossly inadequate because, among other things, the intrinsic value of Wyeth's common stock is materially in excess of the amount offered'.
If you currently hold Wyeth (NYSE:WYE) shares, you have certain options and you should contact the Shareholders Foundation Inc. immediately! E-mail Mail(at)ShareholdersFoundation.com or call us at +1-858-779-1554. The plaintiff asked the judge to halt the transaction until Madison-based Wyeth adopts 'a procedure or process to obtain a merger agreement providing the best possible terms for shareholders.' Pfizer agreed to pay a $4.5 billion breakup fee if banks decide against lending the drugmaker enough to complete the acquisition.
Pfizer Inc. shares have fallen 16 percent in the week since the company announced it would buy Wyeth, cutting the value of the cash and stock transaction by about $3.8 billion, or 5.6 percent, to $64.2 billion. The acquisition would give Pfizer the depression pill Effexor and pneumonia vaccine Prevnar to offset some of the $12 billion in sales it begins losing in 2011 when cholesterol pill Lipitor, which generates a quarter of the company's revenue, faces generic competition. The world's largest pharmaceuticals maker Pfizer Inc announced last Monday that it would purchase Wyeth in a deal worth 68 billion dollars. Pfizer announced to acquire Wyeth (NYSE:WYE) for $33 in cash and 0.985 of a share of PFE stock. Pfizer will pay roughly $49.44, based on a $16.70 in trading before the market opened from Friday's close of $17.45. Bloomberg subsequently reported that investment banks including Morgan Stanley and Bank of America Corp. may share about $207 million in fees for arranging Pfizer Inc.'s takeover of Wyeth Inc., a rare feast amid the leanest merger market in four years and Pfizer's advisers -- Bank of America, Goldman Sachs, JPMorgan, Barclays Plc and Citigroup Inc. -- together may get $82 million in fees, not counting what they'll earn arranging a $22.5 billion lending package. The two companies currently employ more than 129,000 people worldwide and Fierce Pharma reported that the fallout from Pfizer-Wyeth deal begins, as Pfizer announced today that it plans to cut another 10 percent of its workforce, or 7,800 jobs. And Mlive.com agrees that the Pfizer-Wyeth merger to mean job cuts, manufacturing-plant closures. Sanford C. Bernstein analyst Timothy Anderson predicts Pfizer would cut 70 percent of Wyeth's current $10 billion spending on R&D and marketing/admin, so Fierce Pharma.
http://www.pr-inside.com/print1039136.htm
garza
17年前
Pfizer’s Wyeth Deal Perverts U.S. Bailout, Group Says
By Alex Nussbaum
Feb. 2 (Bloomberg) -- Pfizer Inc.’s Wyeth acquisition perverts the U.S. government’s Troubled Asset Relief Program, relying on loans from five banks aided by the bailout for a deal that will cut 19,500 jobs, a California advocacy group said.
The Greenlining Institute asked the Justice Department and Treasury Secretary Timothy Geithner to block the $64.6 billion transaction unless the companies lower consumer drug prices, said Bob Gnaizda, an attorney for the public policy group, in a telephone interview today. The letters, sent Jan. 29 by the Berkeley, California, group, ask whether the deal abuses taxpayer funds.
TARP funds were meant to bolster the economy by promoting lending, not finance job cuts, Gnaizda said. Pfizer, based in New York, said 19,500 jobs will be eliminated from the combined companies. The deal is financed by $22.5 billion in loans from banks that received at least $75 billion from the Treasury Department’s rescue plan, the drugmaker said on Jan. 26.
Backing the acquisition with bailout money is “a kind of perversity,” Gnaizda said. “There’s no way this deal could occur without the use of TARP money.”
Pfizer climbed 31 cents, or 2.1 percent, to $14.89 in New York Stock Exchange composite trading at 4:15 p.m. The world’s largest drugmaker fell 16 percent last week after the deal was announced and lost 37 percent in the past 12 months. Wyeth, based in Madison, New Jersey, rose 23 cents, or less than 1 percent, to $43.20.
Drop ‘Not Unusual’
Pfizer’s drop last week, which reduced the value of the deal from its initial $68 billion, is “not unusual” for acquisitions, Chief Executive Officer Jeffrey Kindler said in an interview on CNBC television today. The company’s decision to halve its quarterly dividend also had an impact on shares, Kindler said.
The Justice and Treasury departments haven’t responded to the letters, Gnaizda said. Spokesmen for the departments didn’t immediately return calls seeking comment. Ray Kerins, a Pfizer spokesman, said he couldn’t respond to the complaint because he hadn’t seen it.
JPMorgan Chase & Co., Bank of America Corp., Barclays Plc, Citigroup Inc. and Goldman Sachs Group Inc. assembled the loan package for Pfizer. All but Barclays have tapped TARP, according to data gathered by Bloomberg.
The deal amounts to “a bailout of two of America’s largest big pharma companies and sets a precedent for similar misuses of TARP funds,” Greenlining’s letter to Geithner says.
Drug Prices
The letter to Attorney General Eric Holder and the Justice Department’s antitrust division asks the government to block the deal unless Pfizer and Wyeth agree to sell medicines in the U.S. at no more than the lowest price they charge in Europe, Canada and other developed countries, Gnaizda said.
“You have the use of this money to promote something that’s anticompetitive and against the public interest and is also taking scarce funds away from what otherwise would be lending to small businesses,” Gnaizda said in the interview.
The complaints are unlikely to delay the deal, though they will create “perception problems” for Pfizer in the future, said Les Funtleyder, a Miller Tabak & Co. analyst in New York, in a telephone interview.
Pfizer shares rose today on Kindler’s public comments and a broader rise in financial markets, Funtleyder said. The Standard & Poor’s 500 Pharmaceutical Index, including Pfizer and 12 other companies, rose 0.7 percent today.
“The stock couldn’t keep going down forever,” Funtleyder said.
Two Lawsuits
The acquisition prompted two lawsuits from Wyeth shareholders who said their board should have held out for a better price.
The deal deprives investors of “the full benefit of the company’s stronger patent portfolio,” shareholder Anna Meisher said in a complaint filed Jan. 30 in Delaware Chancery Court. Meisher asked a judge to declare the deal “unlawful and unenforceable,” and rescind any merger agreement.
Pfizer said Jan. 26 it would pay $33 plus 0.985 of a Pfizer share for each share of Wyeth, valuing shares of Wyeth at $50.19. The value has fallen as Pfizer shares declined.
The case is Anna Meisher v. Bernard Poussot, CA4329, Delaware Chancery Court (Wilmington). The second complaint, filed Jan. 27, is Sheldon Drogin v. Wyeth, 09-cv-383, U.S. District Court, District of New Jersey (Newark).
To contact the reporter on this story: Alex Nussbaum in New York anussbaum1@bloomberg.net.
OptionMonster
19年前
Wyeth Receives FDA Approval of Protonix for Delayed-Release Oral Suspension
A new alternative for patients with erosive gastroesophageal reflux disease (GERD) who cannot swallow tablets
COLLEGEVILLE, Pa., Nov. 15 /PRNewswire-FirstCall/ -- Wyeth Pharmaceuticals, a division of Wyeth (NYSE: WYE), announced today that the U.S. Food and Drug Administration (FDA) has approved Protonix(R) (pantoprazole sodium) For Delayed-Release Oral Suspension, a new addition to the Protonix family of prescription medications.
'The availability of Protonix For Delayed-Release Oral Suspension provides adult patients who cannot swallow tablets with an effective and convenient way to treat their erosive gastroesophageal reflux disease (GERD),' says gastroenterologist Richard Lynn, MD, Senior Director, Global Medical Affairs for Wyeth Pharmaceuticals.
Protonix is one of the leading treatments for patients with erosive GERD. The addition of Protonix For Delayed-Release Oral Suspension builds upon the successful Protonix family of products, which also includes Protonix Delayed- Release Tablets and Protonix I.V. For Injection. The new Protonix For Delayed- Release Oral Suspension provides comparable acid suppression to Protonix Tablets.
Protonix For Delayed-Release Oral Suspension can be administered orally in applesauce or apple juice, or through a nasogastric (NG) tube. Protonix For Delayed-Release Oral Suspension is indicated for the treatment and maintenance of healing of erosive esophagitis with associated gastroesophageal reflux disease (GERD) symptoms. Controlled studies did not extend beyond 12 months.
The adverse reaction profile of Protonix For Delayed-Release Oral Suspension is similar to the established safety profile of Protonix Delayed- Release Tablets. In clinical trials, the most frequently reported adverse events with Protonix Delayed-Release Tablets were headache, diarrhea, and flatulence. Symptomatic response to therapy does not preclude the presence of gastric malignancy. Protonix is contraindicated in patients with known hypersensitivity to any component of the formulation. Patients treated with proton pump inhibitors (PPIs) and warfarin concomitantly should be monitored for increases in INR and prothrombin time.
Wyeth Pharmaceuticals:
Wyeth Pharmaceuticals, a division of Wyeth, has leading products in the areas of women's health care, infectious disease, gastrointestinal health, central nervous system, inflammation, transplantation, hemophilia, oncology, vaccines and nutritional products.
Wyeth is one of the world's largest research-driven pharmaceutical and health care products companies. It is a leader in the discovery, development, manufacturing and marketing of pharmaceuticals, vaccines, biotechnology products and nonprescription medicines that improve the quality of life for people worldwide. The Company's major divisions include Wyeth Pharmaceuticals, Wyeth Consumer Healthcare and Fort Dodge Animal Health.
The statements in this press release that are not historical facts are forward-looking statements based on current expectations of future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include the inherent uncertainty of the timing and success of, and expense associated with, research, development, regulatory approval and commercialization of our products, including with respect to our pipeline products; government cost-containment initiatives; restrictions on third-party payments for our products; substantial competition in our industry, including from branded and generic products; data generated on our products; the importance of strong performance from our principal products and our anticipated new product introductions; the highly regulated nature of our business; product liability, intellectual property and other litigation risks and environmental liabilities; uncertainty regarding our intellectual property rights and those of others; difficulties associated with, and regulatory compliance with respect to, manufacturing of our products; risks associated with our strategic relationships; economic conditions including interest and currency exchange rate fluctuations; changes in generally accepted accounting principles; trade buying patterns; the impact of legislation and regulatory compliance; risks and uncertainties associated with global operations and sales; and other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission, including our current reports on Form 8-K, quarterly reports on Form 10-Q and annual report on Form 10-K, particularly the discussion under the caption 'Item 1A, risk factors.' The forward-looking statements in this press release are qualified by these risk factors. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.
SOURCE Wyeth
Source: PR Newswire (November 15, 2007 - 5:51 PM EST)
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bonesmccoy
19年前
Why Wyeth Shares May Be at Risk
Wyeth (WYE: NYSE)
By Bear Stearns ($45.02, Nov. 12, 2007)
[AFTER ASSESSING WYETH'S 10-Q], we are downgrading shares to Peer Perform from Outperform.
The generic Effexor XR [an anti-depressant] risk is rising. The new 10-Q language states that "based on existing Food and Drug Administration practice, Sun Pharmaceuticals' [of India] abbreviated new drug application (ANDA) for a tablet product could be approved without regard to Teva Pharmaceutical Industries' 180-day generic exclusivity as the first company to file an ANDA challenging these patents for a capsule product."
The FDA could approve Sun's non-AB-rated tablet as early as the expiration of the basic patent + pediatric exclusivity in June 2008. Wyeth sued Osmotica over its Effexor tab, but elected not to sue Sun due to different undisclosed legal arguments.
[An AB rating indicates therapeutic equivalence.]
The Effexor XR settlement allows Teva to enter market with substantial share gains from generic tab or Pristiq. We expect Pristiq [an anti-depressant] approval in depression (late February 2008 Prescription Drug User Fee Act date), however Pristiq uptake could be impacted by Sun's non-AB-rated tablets and Teva's market-share trigger.
U.S. Effexor XR accounts for less than 20% of estimated 2008 earnings per share assuming 1% sales decline. In Canada, Teva suspended royalties on generic XR as another generic entered the market. We estimate third-quarter 2007 royalty at less than $20 million (about 1% of pretax income).
As for Protonix [for acid reflux], the new 10-Q language says, "Protonix patent is valid and enforceable and believe that the patent will withstand the challenges by these generic companies." Settlement remains a possibility although Teva/Sun could launch approved generics at any time. Protonix accounts for more than 15% of estimated 2008 EPS assuming 3% sales growth.
As for generic Zosyn [an injectable anti-bacterial], Wyeth removed language that earliest expected U.S. generic launch was late 2007 and added that timing depends on FDA responses to citizen petitions. U.S. Zosyn accounts for about 2% of estimated 2008 EPS assuming 28% sales decline. In ex-U.S. markets, Wyeth is facing generics in Spain, Portugal and Greece with additional markets possible in the near future; the generic was approved in Canada in September 2007.
Wyeth trades at an 18% discount to its peers based on estimated 2008 EPS. Despite reasonable valuation, mounting risks are concerning. Our 2007 to 2010 EPS compounded annual growth rate declines to 0% from 9% if generic XR, Protonix and Zosyn emerge in 2008. Downside is supported by its pipeline (bapineuzumab) and potential takeover.
-- John Boris
-- Rajeev Jashnani
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