(see second last paragaraph)
A&O joins Ashurst on Warner Chilcott bid
Pair share lead roles with Weil Gotshal on £1.6bn UK pharmaceuticals auction; set to complete later this year
Allen & Overy (A&O), Ashurst and Weil Gotshal & Manges have taken the lead roles on the £1.6bn auction for UK pharmaceuticals group Warner Chilcott.
Unusually, A&O and Ashurst are both advising the management and shareholders of the UK-based FTSE 250 company, which has its primary listing in London and secondary listings in New York and Dublin. The majority of the company's operations are in the US.
The deal, which has generated roles for a string of leading corporate advisers, looks set to complete later this year, with US buy-out consortium Waren Acquisition lined up to acquire the company after a recommended bid late last month.
Although Ashurst is the traditional adviser to the company, A&O was brought in on the deal as corporate partner Mark Wippell, who joined from Ashurst in 1999, has strong links with the management. It is the first time A&O has advised the company.
Wippell is leading the A&O team alongside corporate partners Andrew Telling and Eric Shube in the US, while Ashurst corporate partners Steven Fox and Robert Ogilvy Watson are overseeing the Ashurst team.
Weil Gotshal London head Mike Francies is advising Waren Acquisition, assisted by corporate partners Mark Soundy and Ian Hamilton. New York corporate partner David Blittner is advising on US issues.
Herbert Smith corporate partner Henry Raine is advising some of the company's non-executive directors and Simpson Thacher & Bartlett corporate partner Gary Horowitz is advising on US issues.
Clifford Chance and New York's Cravath Swaine & Moore are advising the debt providers on the bid.
The Waren consortium consists of private equity houses DLJ Merchant Banking and JP Morgan Partners. The consortium last week agreed to join forces with rival bidders Bain Capital and Thomas H Lee Partners.
Freshfields Bruckhaus Deringer and Kirkland & Ellis are advising Bain and Thomas H Lee. O'Melveny & Myers is advising JP Morgan.
However, the last remaining bidder, consisting of Goldman Sachs, Kohlberg Kravis Roberts, Blackstone and Texas Pacific, could also attempt to trump the current bid. It is being advised by Slaughter and May and Fried Frank Harris Shriver & Jacobson.
The deal is the latest in a string of major corporate auctions that have been driven by increasing competition from private equity house acquirers for European assets.
Source: Legal Week - 11-11-2004|
|It isn't in our interests - but then how many shareholders (the vast majority of whom are funds) are going to argue ths gain against the market three months ago?
MY (third) investment was at 580p or thereabouts so I watched the price come all the way down and phoned a few months back to be told (rightly) all was ok. But I investd for my partner at 800p! earlier this year SO I got out of the dog house with her on this bid. But my thinking was and is that this company is worth £10 on current trading. Look at last week's results!|
|Beginning to think so - though this time i feel we have been stitched up.
(1) Management have made it more difficult for other bids to emerge i.e. Warner Chilcott would have to pay a breakup fee of 17 million pounds, or one percent of the value of the transaction, if it accepts a rival bid.
(2) CSFB and JP Morgan have secured the right to match any higher offer from Goldman or any other bidder, and still retain the board's recommendation. This increases the risks that the Goldman consortium could incur the costs of making a higher offer and still fail to win control.
(3) After taking the company private, JPMorgan may look to re-list the company at a higher price.
I can understanhd how management stand to gain from this deal, but how can this be in the best interests of the shareholders?|
|General conclusion then - is this the end of the bidding and in fact the end of the public-listed company?|
|JPMorgan Group Adds Bain, Lee to Warner Chilcott Bid (Update1)
Nov. 3 (Bloomberg) -- JPMorgan Chase & Co.'s and Credit Suisse First Boston's buyout units will add Bain Capital Partners and Thomas H. Lee Partners to the group buying U.K. drugmaker Warner Chilcott Plc for 1.62 billion pound ($2.98 billion).
JPMorgan and Credit Suisse added Bain and Thomas Lee to the bid, which remains unchanged, JPMorgan said in a Regulatory News Service statement. JPMorgan offered 862 pence a share for the Craigavon, Northern Ireland-based company on Oct. 27, beating out groups led by Bain and Goldman Sachs Group Inc.
Private equity firms are interested in Warner Chilcott, which makes birth-control pills such as Estrostep and Ovcon, because of its cash flow and low debt, say analysts, including ING Financial's Max Herrmann. Warner Chilcott said Oct. 27 that it cash flow of $249 million in the 12 months ended Sept. 30, and cut debt to $5.5 million from $253 million.
Bain had led a group that included the Carlyle Group and Lee Partners, and had said it may bid. A group led by Goldman Sachs that included Blackstone Group LP, Kohlberg Kravis Roberts & Co. and Texas Pacific Group, made a bid of 837 pence, or 1.56 billion pounds, for Warner Chilcott, people familiar with the situation said on Oct. 25. On Oct. 28, JPMorgan said it was talking with Bain and Lee Partners about adding them to the bid.
Shares of Warner Chilcott fell 1 penny, or 0.1 percent, to 864 pence yesterday in London. They've risen 21 percent this year.
Warner Chilcott Chairman John King and Chief Executive Officer Roger Boissonneault sold U.K. operations and now the company gets about 90 percent of sales from the U.S., the world's largest pharmaceutical market. Warner Chilcott, based southwest of Belfast, Northern Ireland, has around 800 employees in the U.S. and Puerto Rico, and 120 in the U.K. and Ireland. The company's shareholders are predominately U.K.-based.
King owns about 7.7 percent of the company's shares, which would be worth about 124.8 million pounds at 862 pence a share, Bloomberg data says. Chief Financial Officer Geoffrey Elliott's 2.87 percent share would be valued at 46 million pounds.
Company founder Allen McClay netted 97.2 million pounds in April by selling his 6.3 percent share of the company. McClay, who founded the company in 1968 and retired in 2001, has purchased several of the company's units.
Under the agreement with JPMorgan, Warner Chilcott would pay a breakup fee of 17 million pounds, or one percent of the value of the transaction, if it accepts a rival bid.
Goldman's group, including Blackstone Group LP, Kohlberg Kravis Roberts & Co. and Texas Pacific Group made a bid of 837 pence, or 1.56 billion pounds, for Warner Chilcott, people familiar with the situation said Oct. 25.
After taking the company private, JPMorgan may look to re- list the company at a higher price, Numis Securities analyst Brett Pollard said in an interview.
Buyout firms change management or strategy at the businesses they acquire before selling them on within five years to other companies or to investors via an initial public offering.
Warner Chilcott, founded in 1968, sells Estrostep, an oral contraceptive purchased from Pfizer Inc. in March 2003, and Sarafem, an antidepressant for severe premenstrual syndrome it bought from Eli Lilly & Co. in December 2002. Shares of the company, which changed its name from Galen Holdings Plc this year, had declined 9.4 percent between the start of the year and Sept. 17, the last trading day before Warner Chilcott said it had been approached.
Warner Chilcott's fiscal fourth-quarter net income fell 21 percent to $26.8 million, or 14.5 cents a share, from $33.9 million, or 18.4 cents, because of amortization and exceptional bid costs, the company said Oct. 27. Sales rose 21 percent to $125 million.
Sales of the Ovcon birth control pill rose 9.2 percent to $18.8 million in the fourth quarter, while Estrostep rose 7.5 percent to $16.3 million. Sales of the hormone therapy femhrt jumped 30 percent to $17.5 million. Revenue from Sarafem fell 37 percent to $16.6 million.|
|The Sunday Times - Business
October 31, 2004
Goldman may lift offer for Warner Chilcott
A SURPRISE RISE in Chinese interest rates has encouraged Goldman Sachs to consider making a higher offer for Warner Chilcott, the Northern Ireland drugs group that has already agreed to a £1.6 billion takeover by a rival private-equity consortium.
Thursday's rate rise, the first for nine years, has put downward pressure on the dollar. This makes it easier for the Goldman consortium to justify a higher bid for Warner Chilcott, most of whose business is in America.
According to some City estimates, the weakening of the dollar over the past week could be worth as much as 19p a share. This could allow Goldman to increase its offer to almost 875p a share, significantly more than the 862p deal the company has accepted from a consortium backed by Credit Suisse First Boston and JP Morgan.
However, sources said the Goldman team is worried by the terms of the deal that Warner Chilcott has struck with the CSFB/JP Morgan consortium.
CSFB and JP Morgan have secured the right to match any higher offer from Goldman or any other bidder, and still retain the board's recommendation. This increases the risks that the Goldman consortium could incur the costs of making a higher offer and still fail to win control.
More than 20m shares in Warner Chilcott were traded on Friday as speculators continued to bet on the possibility of an increased bid. The shares ended the week at 861p.
It has also emerged that Blackstone, one of the private-equity firms backing the Goldman bid, attempted to make an increased offer for the drugs company on Wednesday morning.
Sources said a senior executive tried to contact John King, Warner Chilcott's chairman, at 3am to propose an offer of 865p a share. Some claim that King and his advisers at Greenhill, the investment-banking firm, did not respond.
Warner Chilcott's results last week demonstrated why so many bidders are determined to buy it. The company reported a 46% rise in full-year operating profits to $272m (£148m) on sales that rose 42% to $464m.|
|The Times reports they've asked the competition That failed to launch a bid on Tuesday) to join the successful consortium - end of bidding war and a stitch up if it comes to pass.|
|"Waren Acquisition Limited ("Waren") announces that it has informed the Board of Directors of Warner Chilcott that DLJ Merchant Banking III, Inc. and J.P. Morgan Partners, LLC are in discussions with Bain Capital Partners and Thomas H. Lee Partners with a view to potentially including funds advised by each of Bain Capital Partners and Thomas H. Lee Partners as shareholders of Waren."
I've read the above statement a couple of times and can't fathom out what they are trying to say here. Can anyone help ?|
|You do wonder though what inspired the directors to recommend the 862p bid, when this cannot be in the shareholders' best interests with other bids yet to be tabled?|
|Matthu- you surely know I was joking! BTW check out the results issued today - worth £10 a share of anyone's money I'd say
|That's not necessarily that!
Wednesday October 27, 12:15 PM
Warner Chilcott agrees JP Morgan bid
LONDON (ShareCast) - Ulster-based Warner Chilcott (LSE: WCRX.L - news) has agreed to a takeover offer from a consortium led by US investment bank JP Morgan, as a bid war breaks out for the drugs group.
The acquisition vehicle Waren, a new company controlled by funds managed or advised by DLJ Merchant Banking and JP Morgan, is offering 862p per share valuing Warner (NYSE: TWX - news) at £1.62bn.
The shares currently stand above the offer price, with shareholders hoping that a bid war could break out after reports that Goldman Sachs tabled an 837p-a-share bid on Monday.
Another possible bidder, US private equity firm Bain Capital, urged shareholders to take no action last night as it could put forward an offer in the next few days.
Bain, in consortium with Carlyle Group and Thomas H Lee said last night it would complete its evaluation of Warner in the very near future and would make a further announcement as soon as possible.
The JP Morgan bid has been unanimously recommended by directors though the company said chief executive Roger Boissonneault was not in agreement, as he is in talks with a separate bidder.
Warner also announced final results today, which saw profits soar after it sold off the majority of its UK assets earlier this year.
Warner, focused largely on women's healthcare and dermatology in the US, reported revenues up 21% to $522.9m for the year to September with profits up to $199.9m from $116.4m last time.
Net debt was slashed from $253.3m a year ago to just $5.5m at the end of September.|
|Warner Chilcott PLC, the speciality healthcare group formerly
known as Galen, announced that it has agreed to a bid from Waren Acquisition Ltd valuing it at 1.6 bln stg, or 862 pence per share.
That's that then.|
|News @ 17.00 today
Bain Capital/Carlyle Grp/Thomas Lee
26 October 2004
26 October 2004
Warner Chilcott PLC
Further to the announcement by Warner Chilcott PLC ('Warner Chilcott' or the
'Company') on Monday October 25th, Bain Capital Partners, The Carlyle Group and
Thomas H. Lee Partners (the 'Consortium') confirm that they are one of the
parties that has signaled an intention to put forward an offer for the whole of
the issued and to be issued share capital of Warner Chilcott.
While there can be no certainty that the Consortium will put forward an offer
for Warner Chilcott, it expects to complete its evaluation of the Company in the
very near future and will make a further announcement as soon as possible.
In the event that an offer for the Company is made by a third party before the
Consortium has completed its evaluation, the Consortium urges Warner Chilcott
shareholders to take no action with regard to their shares.
Morgan Stanley & Co. Limited 020 7425 5000
Aberration in values could boost Warner Chilcott
By Robert Cole - October 26, 2004
THE "virtual" auction for Warner Chilcott, the Northern Irish drugs maker formerly known as Galen, is getting interesting.
Yesterday the private equity arm of Goldman Sachs topped its own initial approach with an all-cash indicative offer of 837p a share - a 5 per cent premium to the bank's original proposal.
The money men over at Goldman Sachs would dearly love shareholders to look upon this latest approach as a knockout offer. And in fairness to Goldman, the bid, if firmed up, would represent a very respectable 35 per cent premium to the level at which Warner's shares were trading before news of the bank's approach first flashed across dealing screens in September.
Goldman's initial 800p-a-share offer was enough to tempt some long-term holders of the stock to take profits, including Elan, a rival Irish drugs maker, which dumped its 3.5 per cent stake in the company at 805p a share. The bank will be no doubt be hoping that remaining investors in the company will follow suit now that there is a little extra on the table.
But that is to tell just half the story. There are at least two other bidders running a slide rule over the books and the prospect of a juicy auction livened up an otherwise dull day in the sector yesterday, pushing the shares 19p higher to 837½p.
On the face of it, Warner is a tempting morsel to the private equity sector. The company prefers to buy in drugs rather than support a huge research and development spend and analysts are pencilling in earnings growth of around 15 per cent and sales growth of up to 17 per cent over the next five years.
But the company's true worth lies in exploiting an aberration in the way healthcare companies are valued in London against New York. Warner is a straight arbitrage play. In London, the shares trade on a multiple of around 14 times 2004 earnings. A canny bank might be able to sell the shares to US investors at anything up to 20 times earnings. That would equate to a sterling equivalent of at least £12.75 a share.
There is a very real risk that all three bidders might walk away from Warner, just as Barr Laboratories did last year. But with an easy US exit in sight, it is not unreasonable to expect a private equity bidder to see value at up to £10 a share. Hold|
|RNS this a.m.
|"Rival suitors set to enter fray for Chilcott"
KKR to invest $3.5bn in Europe
By Tom Bawden
KOHLBERG Kravis Roberts is planning to raise $3.5 billion (£2 billion) to invest in European companies, as the buyout firm looks to exploit the opportunities outside its "saturated" American home market.
KKR, best known for its $31 billion hostile takeover of RJR Nabisco in 1989, is sounding out potential investors and plans to begin formally fundraising next month. The fund would in effect give KKR more than $10 billion of buying power, since the firm typically funds about two thirds of each leveraged buyout using debt.
The company, which is this week expected to table a £1.5 billion offer for Warner Chilcott, the pharmaceuticals group, is one of several US buyout firms that have Europe firmly in its sights. Blackstone, Texas Pacific, Hicks, Muse, Tate & Furst, and Carlyle are among the American private equity firms that are devoting billions of dollars to Europe, which they believe offers much better investment opportunities than the "mature" US market.
KKR has been increasing the pressure on European companies ever since setting up its first dedicated fund for the region in 1999. In Europe's largest leveraged buyout to date, KKR bought Legrand, the French plugmaker, from Schneider Electric in December 2002. A month later, the firm was forced to confirm it was considering a bid for Safeway, the UK supermarket group, although it eventually decided not to make an offer.
In June this year KKR narrowly missed out on buying the AA,, which was jointly acquired for £1.75 billion by CVC and Permira. The firm was also a serious contender for Four Seasons, Britain's largest nursing home chain, which was sold for £775 million in July.
KKR, which retains a small stake in Willis after floating the UK insurance broker in 2001, has teamed up with Goldman Sachs Capital Partners to bid for Royal Dutch/Shell's liquefield petroleum gas business, which is valued at £1 billion.
KKR will raise its new fund from financial institutions such as pension managers, insurance companies and banks, as well as wealthy individuals. Longstanding KKR investors, such as Oregon Public Employees Pension Fund and Washington State Investment Board, are expected to make commitments to the new fund.
The new fund coincides with the departure of Ned Gilhuly, head of KKR's European investment team. Mr Gilhuly is returning to KKR's Menlo Park office in California after six years and his replacement in Europe has yet to be named. Johannes Huth and Todd Fisher, two London-based partners, are understood to be the prime contenders for the job.
KKR will be competing for funds against firms such as Apax, BC Partners, CVC Capital Partners, Carlyle Group, PAI and Warburg Pincus as heavyweight buyout firms seek a record 42 billion (£29 billion) of new investment capital during the next 12 months, according to Thomson Venture Economics, the researcher.
Since KKR was set up in 1976 by Henry Kravis, George Roberts and Jerome Kohlberg, the firm has invested about $120 billion in more than 110 companies. Mr Kravis and Mr Roberts, who are both in their 60s, remain at the company, although Mr Kohlberg has since left to set up Kohlberg & Co, a rival firm.|
|Pdm: disingenuous. THe p/e stands on the eps and share price; a prospective p/e can be worked out from current trading patterns and Board reports. Are you saying they misreported their profit figures and issued share numbers?|
|talk of dodgy accounting making people nervous here, with tons of acquired goodwill from recent acquisitions being written off over 20 years, this is very aggressive accounting particularly with many of these products having patent expiries soon. With proper accounting these might have a p/e nearer 100 than 20. Will the private equity wannabee's plough on?, we'll see. The original owners have long since cashed in their chips. Smart guys!!|
|Telegraph - 15 October
Drugs group is the pacemaker as suitors get in line
Hopes that a fourth predator will emerge for Warner Chilcott pushed the drugs group higher yesterday.
The company, formerly known as Galen Holdings, rose 7 to 816p despite UBS downgrading the stock from buy to neutral, saying it no longer sees significant scope for outperformance. Since September 20, the company has received three takeover approaches from private equity groups.
On Wednesday, stockbroker Davy placed rival Elan Corporation's entire 4pc holding in Warner Chilcott. The story was that another broker was originally meant to help with the placing, but had to withdraw due to a conflict of interest.
The shares were also helped by a bullish note from Numis, whch rates the company a buy. "We believe that there is still further upside, a take-out price of £10 is equivalent to 13.5 times 2005 earnings - which is not over demanding," the broker said. "As yet, there is no sign of a trade buyer, which could afford to pay more than a private equity buyer."|
|This company is certainly worth £10 on the basis of its growth. I think the low price last month gave an opportunity for a cheeky bid and that has flushed out other interested parties. They may reject them all but it looks unlikely since the CEO has been removed from the Baord's discussions as he stays with the company if it is acquired. This was not exactly the way eg Rose behaved when Green came to call at M&S. SO I think there will be a bid and they will finally recommend it.
Profit is really high compared with turnover so I guess the acquirer will be thinking 'how can we boost turnover' because it's free money if they can. Turnover will be £0.5 bn this year so a bid of £1.5bn isn't excessive - I'm hoping it will stretch to nearer £1.8bn/£10 share anyway. Just my opinion.|
|With 3 potential bidders and possibly more to enter the fray, these look good for at least 9 quid now. If an all out bidding war starts, it may even go to 10 pounds+. Think I'll hold on to my shares for the time being|
|US firms behind new Warner Chilcott move
Wednesday, October 06 07:40:37
Three US private equity firms are behind the third potential bid for the Belfast based pharmaceutical group Warner Chilcott, it has emerged.
Bain Capital, Carlyle and Thomas H Lee have teamed up for the bid, the Financial Times reports. Warner Chilcott received two earlier bid approaches, raising the prospect of a major takeover battle.
Its shares traded unchanged yesterday at 11.86 euro in Dublin yesterday and ended a little up to 821p sterling in London.
The battle for the firm - formerly known as Galen Holdings - began when it opened its books to a buyout consortium which made a UK£1.5bn approach in September.
Market sources have speculated that the approach was from a consortium comprising Goldman Sachs's private equity arm, Blackstone Group and Texas Pacific, with subsequent reports that US private buyout firm Kohlberg Kravis Roberts had joined this group.
Warner Chilcott then announced last Friday that second party had entered into a confidentiality agreement and was also beginning due diligence enquiries, but both approaches remained "preliminary in nature".
The second potential bidder is rumoured to be a group led by Credit Suisse First Boston's private equity arm.
Warner Chilcott has not itself commented on the identity of any of the potential bidders.|