Josh Boomgaarden's blog

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Is Roche Overpaying for Illumina?

Roche (RHHBY.PK) announced this morning that it has made a proposal to acquire Illumina (NASDAQ: ILMN), a provider of integrated systems for DNA sequencing, for approximately $5.7 billion. As part of the deal, Roche would acquire ILMN for $44.50 per share in cash, a 64% premium over the closing price on 21-Dec-11 (the day rumors about a deal began to fly). The hefty premium brings about a natural question: Is Roche paying too much?

With ILMN trading between $50 and $55 per share after the announcement, the market thinks Roche or another suitor is willing to pay more. That may be the case. However, back-of-the-envelope analysis says $44.50 a share could already be rich.

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MDCO Reaches Settlement with APP Pharmaceuticals, But Legal Issues Not Over Yet

The Medicines Company (NASDAQ: MDCO) announced this morning that it had settled its litigation with APP Pharmaceuticals regarding that company’s attempt to manufacture a generic version of Angiomax. While the settlement appears to be an amicable end to the matter, MDCO still faces challenges from several other generic manufacturers.

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VMC Receives CID and Request for Additional Information from the DOJ

Vulcan Materials (NYSE: VMC) disclosed today that it had received a Civil Investigative Demand (CID) and a Request for Additional Information from the DOJ in connection with an exchange offer previously commenced by Martin Marietta Materials (NYSE: MLM). While it is impossible to know the DOJ’s exact intentions, it appears as though the requests largely relate to the potential regulatory approval issues cited by VMC as a reason for its rejection of the offer.

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Medivation’ s Dimebon Fails in Third Study - Company Now Solely Reliant on MDV3100

Medivation (NASDAQ: MDVN) announced this morning that dimebon had failed to achieve statistically significant results for either of its two co-primary endpoints in the Phase 3 CONCERT trial. The failure was the third Phase 3 disappointment for the drug and signals the end of MDVN’s collaboration with Pfizer.

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International Game Technology (NYSE: IGT) announced yesterday that it had reached a definitive agreement to acquire Double Down Interactive, an online social gaming company and developer of the DoubleDown Casino on Facebook. The acquisition will put IGT in position to take advantage of a massive untapped market should Facebook delve into real money gambling in the U.S., a real possibility in light of a recent DOJ opinion.

Rumors have already swirled regarding Facebook’s interest in supporting real money gambling in the U.K. Presumably, as the social media giant does not appear to be morally opposed to gambling, it would pursue similar ventures in the U.S. should legal channels allow it. A recent DOJ ruling, regarding what was barred under federal laws, indicated that such legal pathways could be open in the near future, if they aren’t already.

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Regions Reaches Agreement to Divest Morgan Keegan - Retains Legal Liabilities

Regions Financial (NYSE: RF) announced yesterday that it had reached an agreement to sell Morgan Keegan, its brokerage and investment banking arm, to Raymond James Financial (NYSE: RJF). In return, RF will receive $1.18 billion, including $930 million from RJF and a $250 million dividend from Morgan Keegan prior to the closing. As part of the agreement, RF will indemnify RJF for any legal matters related to pre-closing activities.

As of the 10-Q filed 3-Nov-11, ongoing legal matters involving Morgan Keegan included litigation alleging that it misrepresented or failed to disclose material facts relating to the activities of certain Select Funds. The company settled an SEC investigation into similar issues in Jun-11 for $210 million.

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NYB: A Low Risk Regional Bank

The banking industry is rife with risk. From heightened regulatory scrutiny to capital shortfalls, numerous banks, whether local, national, international, or foreign, have seen their shares slide on risk events. That does not appear to be the case with New York Community Bancorp (NYB), a $5.8 billion multi-bank holding company with branches in New York, New Jersey, Ohio, Florida, and Arizona. It is the only banking stock of the 28 we follow to earn a Low Risk rating, and for good reason. As our analysis of a spectrum of 4 regional banks shows, NYB is well-capitalized, does not appear to be involved in any regulatory or legal proceedings, and has not been weighed down by underperforming loans. Further, NYB has a dividend yield greater than 7.5%.

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Update: SQNM Faces Further Patent Litigation

Sequenom (NASDAQ: SQNM) released an 8-K today disclosing that it had been named in a complaint filed by Natera seeking a judicial declaration that (i) its pre-natal paternity test does not infringe on a patent licensed by SQNM from Isis Innovation and (ii) that some of the patent claims are invalid. SQNM reported in late December that it was subject to a similar claim filed by Aria Diagnostics (see our previous article).

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Bristol-Myers Signs Agreement to Acquire Inhibitex for 160% Premium

Bristol-Myers Squibb (NYSE: BMY) announced on Saturday that it had signed a definitive agreement to acquire Inhibitex (NASDAQ: INHX) for $26.00 per share, a hefty 163% premium over the $9.87 closing price on Friday. INHX will be BMY’s 6th acquisition since Oct-07 and at $2.5 billion is estimated to be the largest of the group.

Prior to the INHX deal, BMY had completed 5 acquisitions (2 of which involved earn-outs) since Oct-07 for $4.15 billion, $1.07 billion of which was allocated to goodwill. The largest was Medarex in Sep-09 for $2.33 billion. Over the same period, the company recorded a total of $2.02 billion in restructuring and productivity transformation charges.

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New CFO Headlines a Series of Executive Suite Changes at Geron

Geron Corporation (NASDAQ: GERN) announced yesterday that Graham Cooper was appointed CFO, replacing David Greenwood (since 1995). The company also announced that Chief Scientific Officer Jane Lebkowski had stepped down and that it had appointed Stephen Rosenfield to the previously-vacant general counsel position. The changes come just 3 months after the appointment of new CEO John Scarlett on 29-Sep-11.

In addition, GERN saw 4 departures from its board in 2011, including long-time Chairman Alexander Barkas (since 1993). While there can be a significant amount of risk associated with a high level of executive suite and board turnover, these changes may be welcomed by investors. The stock has fallen nearly 70% in the last 12 months.

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