Big Pharma deals are making a comeback. Or so it seems from the speculation around Shire plc (NASDAQ: SHPG). Japanese drug maker Takeda Pharmaceutical Co. (OTCQB: TKPYY) has been buzzing around the UK-based Shire for nearly a month, making bid after bid.
It seemed to begin on April 16, when Shire sold its oncology business to the French drug maker Servier, for $2.4 billion in cash. In 2017, the 0ncology business generated revenues of $262 million. The total consideration represents a revenue multiple of 9.2x 2017 revenues.
The acquisition gives Servier a direct commercial presence in the United States and boosts its presence in cancer. Servier’s products will be commercialized in the U.S. through a newly created subsidiary, Servier Pharmaceuticals LLC.
Three days later, on April 19, Takeda made public its takeover approach to Shire, which turned out to be only one of three proposals it made to Shire’s board, beginning on March 29.
Takeda’s first proposal comprised £28 per SHPG share in new Takeda shares, and £16 per share in cash, representing a potential value of £44 per share (£44 billion, or $57.5 billion). Shire noted that, based on Takeda’s current market capitalization (now at $35.2 billion), Shire shareholders would own 50% of the combined company. On April 8, Shire’s board rejected the bid as too low.
Two more proposals were forthcoming, with Takeda offering £28.75 per share in new Takeda shares and £16 per share in cash, for a combined total of £43 billion, or $60.3 billion. Shire rejected that offer, as well, noting that its shareholders would own 51% of its acquirer’s shares.
The third proposal, made on April 13, comprised £28.75 per share of new Takeda shares, and £17.75 per share in cash, for a potential value of £46.50 per share, or approximately £44 billion ($61.7 billion). Shire’s board rejected that proposal as well, but kept its advisors talking with Takeda to see if a more attractive offer was possible.
As we went to press on Friday, April 20, Takeda upped its bid, slightly, offering approximately the same amount, but with £21 a share in cash and £26 a share in equity, representing a higher proportion in cash. No word on Shire’s reaction as that news broke, but both company’s shares closed down on the day, Shire losing 3.9% to close at £38.22, and Takeda’s share price down 4.7% to $22.10 (£15.75).
For less than 24 hours, Allergan plc (NYSE: AGN) said it was considering a bid for Shire. The synergy isn’t immediately apparent. Without the oncology business, Shire focuses on hematology, genetic diseases, neuroscience, immunology, internal medicine and ophthalmology.
In the latter area, Allergan markets Restasis, a treatment for dry eye condition, to which Shire’s new drug, Xiidra, is a significant competitor.
Allergan’s last big deal was in November 2014, when, as the U.S.-based drug company Actavis Inc., it acquired Allergan, Inc. for $66 billion in a white-knight deal to keep Allergan out of the clutches of Valeant Pharmaceuticals International (NYSE: VRX). Valeant had spent months stalking Allergan with hostile bids, all of which were rebuffed.
That was then. By the end of the day on April 19, Allergan came to its senses and killed talk of challenging Takeda’s efforts to take over Shire. With $30 billion of debt and a market cap of $52 billion, Wall Street approved that final move. Stay tuned.
