Allergan PLC (AGN)

[DewDiligence]

See #board-22868 for all future posts about AGN.

[DewDiligence]

This board is a stub.

Actavis, the company who acquired the original AGN in Mar 2015, has renamed itself Allergan and begins trading today with the AGN ticker symbol:

http://finance.yahoo.com/news/actavis-plc-now-allergan-plc-110000618.html

[DewDiligence]

ACT-AGN merger expected to close tomorrow—EU clearance was last hurdle:

http://finance.yahoo.com/news/european-commission-clears-actavis-pending-142600834.html

This will be my final post on this board.

[DewDiligence]

AGN post-mortem: #msg-108366179.

[DewDiligence]

The $219 consist of $129.22 in cash and 0.3683 Actavis shares per AGN share.

[DewDiligence]

ACT-AGN merger is official @$219/sh: #msg-108238424.

[~ Blue ~]

Actavis Adds Heat to Battle Over Allergan

Purchase of Botox Maker Would Challenge Hostile Bid by Valeant and Ackman

The boards of Actavis and Allergan are expected to meet in coming days to review a cash-and-stock takeover. ENLARGE

Fallon/Bloomberg News
By
Jonathan D. Rockoff,
Dana Mattioli and
Liz Hoffman
Updated Nov. 16, 2014 7:23 p.m. ET
1 COMMENTS

Actavis PLC is nearing a deal to acquire Allergan Inc. in a tie-up that would likely be the year’s largest and could help shield Botox maker Allergan from a hostile takeover.

The boards of Actavis and Allergan are expected to meet in coming days to review a cash-and-stock takeover, people familiar with the matter said, and an announcement is expected this week. The price under discussion couldn’t be learned, but likely would be at a premium to Allergan’s market capitalization of $59 billion.

Closing such a deal is still a big if, however, in part because hostile suitor Valeant Pharmaceuticals International Inc. could improve its offer for Allergan, which Valeant already has done several times. And buying Allergan would be a chunky bite for Actavis, whose $64 billion market value is barely bigger than its target’s. Allergan’s shares received a boost this year from the possibility that it would be bought.

Still, the advancement of the companies’ talks—The Wall Street Journal in September was first to report on the negotiations—reflects many of the big trends in deal making. Interest in health-care transactions has been particularly intense this year, which has been a robust one for mergers and acquisitions.

Also, Actavis, as well as Valeant, was an early adopter of the so-called inversion deal strategy that has boomed in popularity, in which a U.S. company pursues an overseas merger to capture a lower foreign tax rate and other overseas tax perks. Once based in Parsippany, N.J., Actavis inverted to Ireland when it bought Warner Chilcott last year. Analysts have predicted that a combination with Actavis could shave hundreds of millions of dollars next year from the tax bill of Allergan, which is based in Irvine, Calif.

Actavis’s status as foreign-domiciled has affected the timing of the deal since its board has to assemble in Ireland to bless such decisions, a person familiar with the matter said.

A merger of the two would remake the drug industry, creating a pharmaceutical company selling brand-name and generic drugs for stomach, eye, skin and other conditions. Allergan is best known for its sales of wrinkle treatment Botox. Actavis’s top-selling drug is Alzheimer’s treatment Namenda. A combined company would ring up about $23 billion a year in sales, putting it around the top 10 of pharmaceutical companies by revenue.

“This is going to be a Big Pharma,” said Ronny Gal, an analyst at Sanford C. Bernstein & Co.
Related Coverage



The deal also would mark the latest twist in one of the most dramatic takeover battles in recent years—a fracas that has ignited debate over the role and cost of research and development at large drug makers.

Valeant and activist investor William Ackman since April have been seeking to seal a deal with Allergan, an unusual alliance that teamed a corporate suitor with an activist hedge fund. Mr. Ackman’s Pershing Square Capital Management LP built a nearly 10% stake in Allergan before Valeant made its bid.

Allergan declined to enter negotiations with Valeant, calling the cash-and-stock offer too low and too risky. Allergan has derided Valeant as a corporate raider that grew by buying profitable companies and slashing costs, especially for the research that Allergan says is crucial for growth.

Valeant has pushed back against that portrayal, saying it chooses not to fritter away money on fruitless research and has delivered growth through strong management and cost controls.

Valeant’s most recent bid was valued at $53 billion, though Valeant has said it was willing to boost its offer.

Valeant and Pershing Square will wait to see the exact terms of any Actavis deal and how the stock market reacts before deciding how to respond, people familiar with the hostile suitors said.

Valeant, which has said it wants to triple its size through acquisitions, could turn to animal-health company Zoetis Inc. as a Plan B, people familiar with the matter have said. That also would unite the company with Mr. Ackman, who recently teamed with another hedge fund to take a 10% stake in Zoetis.

Other potential combinations have also sprung up around Allergan and Actavis this year, creating a complex web in which some companies have shifted roles between predator and prey.

This summer, for example, Allergan held talks to buy Salix Pharmaceuticals Ltd. Such a deal would have made Allergan bigger and more complicated for Valeant to buy, but those talks ended.

And while Actavis explored a deal for Allergan, Pfizer Inc. for a time pursued a takeover of Actavis, a person familiar with the matter has said. Actavis rejected such a deal, the person said.

Actavis has been hungry, earlier this year buying Forest Laboratories Inc. for $25 billion.

A deal between Actavis and Allergan likely would be the largest in a robust year for corporate matchmaking. Other blockbuster deals in the works this year—such as Pfizer’s attempted $120 billion takeover of AstraZeneca PLC and AbbVie Inc. ’s $54 billion proposed acquisition of Shire PLC—have collapsed.

There had been $367 billion in health-care deals this year through last Monday, the most on record for that period since at least 1995, according to Dealogic.

—David Benoit contributed to this article.

Write to Jonathan D. Rockoff at [e-mail], Dana Mattioli at [e-mail] and Liz Hoffman at [e-mail]

http://online.wsj.com/articles/allergan-actavis-near-deal-1416162347

[stocktrademan]

$AGN DD Notes ~ http://www.ddnotesmaker.com/AGN

bullish
Actavis (friendly) and Valeant (hostile) are both trying to buy Allergan with low offers
Allergan is open to buyout but says they want over $210 a share
competing bids should raise the price due to the demand
Allergan makes Botox injections

$AGN recent news/filings

## source: finance.yahoo.com

Sun, 16 Nov 2014 18:40:29 GMT ~ [$$] Allergan, Actavis Near Deal


read full: http://online.wsj.com/articles/allergan-actavis-near-deal-1416162347?mod=yahoo_hs
*********************************************************

Fri, 14 Nov 2014 23:46:44 GMT ~ Paulson takes stake in Abbvie, adds to Shire holdings


read full: http://www.marketwatch.com/News/Story/Story.aspx?guid=B6AAF8FA-F972-4B28-9D5A-516B10445270&siteid=yhoof2
*********************************************************

Fri, 14 Nov 2014 19:36:36 GMT ~ Jana in third quarter took new stake in Valeant, upped stake in eBay


read full: http://sg.finance.yahoo.com/news/jana-partners-takes-stakes-alibaba-164651316.html
*********************************************************

Fri, 14 Nov 2014 18:04:23 GMT ~ ALLERGAN INC Financials


read full: http://finance.yahoo.com/q/is?s=agn
*********************************************************

Fri, 14 Nov 2014 14:08:56 GMT ~ Physicians Continue to Voice Strong Support for Allergan via Open Letters to the Eye Care Community

[at noodls] - Eye Care Professionals Reinforce Preference for Science-Based Companies Committed to Innovation and R&D in New Poll IRVINE, Calif.--(BUSINESS WIRE)-- Allergan, Inc. (NYSE: AGN) ("Allergan" or ...

read full: http://www.noodls.com/view/07FCBFED8125962D046C7C695C4E3C70939137D2
*********************************************************


$AGN charts

basic chart ## source: stockcharts.com



basic chart ## source: stockscores.com



big daily chart ## source: stockcharts.com



big weekly chart ## source: stockcharts.com


$AGN company information

## source: otcmarkets.com

Link: http://www.otcmarkets.com/stock/AGN/company-info
Ticker: $AGN
OTC Market Place: Not Available
CIK code: 0000850693
Company name: Allergan, Inc.
Company website: http://www.allergan.com
Incorporated In: DE, USA


$AGN share structure

## source: otcmarkets.com

Market Value: $61,105,904,089 a/o Nov 14, 2014
Shares Outstanding: 307,605,860 a/o Jul 31, 2014
Float: Not Available
Authorized Shares: Not Available
Par Value: 0.01
$AGN extra dd links

Company name: Allergan, Inc.
Company website: http://www.allergan.com

## STOCK DETAILS ##
After Hours Quote (nasdaq.com): http://www.nasdaq.com/symbol/AGN/after-hours
Option Chain (nasdaq.com): http://www.nasdaq.com/symbol/AGN/option-chain
Historical Prices (yahoo.com): http://finance.yahoo.com/q/hp?s=AGN+Historical+Prices
Company Profile (yahoo.com): http://finance.yahoo.com/q/pr?s=AGN+Profile
Industry (yahoo.com): http://finance.yahoo.com/q/in?s=AGN+Industry

## COMPANY NEWS ##
Market Stream (nasdaq.com): http://www.nasdaq.com/symbol/AGN/stream
Latest news (otcmarkets.com): http://www.otcmarkets.com/stock/AGN/news - http://finance.yahoo.com/q/h?s=AGN+Headlines

## STOCK ANALYSIS ##
Analyst Research (nasdaq.com): http://www.nasdaq.com/symbol/AGN/analyst-research
Guru Analysis (nasdaq.com): http://www.nasdaq.com/symbol/AGN/guru-analysis
Stock Report (nasdaq.com): http://www.nasdaq.com/symbol/AGN/stock-report
Competitors (nasdaq.com): http://www.nasdaq.com/symbol/AGN/competitors
Stock Consultant (nasdaq.com): http://www.nasdaq.com/symbol/AGN/stock-consultant
Stock Comparison (nasdaq.com): http://www.nasdaq.com/symbol/AGN/stock-comparison
Investopedia (investopedia.com): http://www.investopedia.com/markets/stocks/AGN/?wa=0
Research Reports (otcmarkets.com): http://www.otcmarkets.com/stock/AGN/research
Basic Tech. Analysis (yahoo.com): http://finance.yahoo.com/q/ta?s=AGN+Basic+Tech.+Analysis
Barchart (barchart.com): http://www.barchart.com/quotes/stocks/AGN
DTCC (dtcc.com): http://search2.dtcc.com/?q=Allergan%2C+Inc.&x=10&y=8&sp_p=all&sp_f=ISO-8859-1
Spoke company information (spoke.com): http://www.spoke.com/search?utf8=%E2%9C%93&q=Allergan%2C+Inc.
Corporation WIKI (corporationwiki.com): http://www.corporationwiki.com/search/results?term=Allergan%2C+Inc.&x=0&y=0
WHOIS (domaintools.com): http://whois.domaintools.com/http://www.allergan.com
Alexa (alexa.com): http://www.alexa.com/siteinfo/http://www.allergan.com#
Corporate website internet archive (archive.org): http://web.archive.org/web/*/http://www.allergan.com

## FUNDAMENTALS ##
Call Transcripts (nasdaq.com): http://www.nasdaq.com/symbol/AGN/call-transcripts
Annual Report (companyspotlight.com): http://www.companyspotlight.com/library/companies/keyword/AGN
Income Statement (nasdaq.com): http://www.nasdaq.com/symbol/AGN/financials?query=income-statement
Revenue/EPS (nasdaq.com): http://www.nasdaq.com/symbol/AGN/revenue-eps
SEC Filings (nasdaq.com): http://www.nasdaq.com/symbol/AGN/sec-filings
Edgar filings (sec.gov): http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000850693&owner=exclude&count=40
Latest filings (otcmarkets.com): http://www.otcmarkets.com/stock/AGN/filings
Latest financials (otcmarkets.com): http://www.otcmarkets.com/stock/AGN/financials
Short Interest (nasdaq.com): http://www.nasdaq.com/symbol/AGN/short-interest
Dividend History (nasdaq.com): http://www.nasdaq.com/symbol/AGN/dividend-history
RegSho (regsho.com): http://www.regsho.com/tools/symbol_stats.php?sym=AGN&search=search
OTC Short Report (otcshortreport.com): http://otcshortreport.com/index.php?index=AGN
Short Sales (otcmarkets.com): http://www.otcmarkets.com/stock/AGN/short-sales
Key Statistics (yahoo.com): http://finance.yahoo.com/q/ks?s=AGN+Key+Statistics
Insider Roster (yahoo.com): http://finance.yahoo.com/q/ir?s=AGN+Insider+Roster
Income Statement (yahoo.com): http://finance.yahoo.com/q/is?s=AGN
Balance Sheet (yahoo.com): http://finance.yahoo.com/q/bs?s=AGN
Cash Flow (yahoo.com): http://finance.yahoo.com/q/cf?s=AGN+Cash+Flow&annual

## HOLDINGS ##
Major holdings (cnbc.com): http://data.cnbc.com/quotes/AGN/tab/8.1
Insider transactions (yahoo.com): http://finance.yahoo.com/q/it?s=AGN+Insider+Transactions
Insider transactions (secform4.com): http://www.secform4.com/insider-trading/AGN.htm
Insider transactions (insidercrow.com): http://www.insidercow.com/history/company.jsp?company=AGN
Ownership Summary (nasdaq.com): http://www.nasdaq.com/symbol/AGN/ownership-summary
Institutional Holdings (nasdaq.com): http://www.nasdaq.com/symbol/AGN/institutional-holdings
Insiders (SEC Form 4) (nasdaq.com): http://www.nasdaq.com/symbol/AGN/insider-trades
Insider Disclosure (otcmarkets.com): http://www.otcmarkets.com/stock/AGN/insider-transactions

## SOCIAL MEDIA AND OTHER VARIOUS SOURCES ##
PST (pennystocktweets.com): http://www.pennystocktweets.com/stocks/profile/AGN
Market Watch (marketwatch.com): http://www.marketwatch.com/investing/stock/AGN
Bloomberg (bloomberg.com): http://www.bloomberg.com/quote/AGN:US
Morningstar (morningstar.com): http://quotes.morningstar.com/stock/s?t=AGN
Bussinessweek (businessweek.com): http://investing.businessweek.com/research/stocks/snapshot/snapshot_article.asp?ticker=AGN



$AGN DD Notes ~ http://www.ddnotesmaker.com/AGN

[DewDiligence]

Just voted my proxy against all VRX proposals.

[KingDMC]

Ackman is one heck of a shark.

[DewDiligence]

AGN’s 3Q14 non-GAAP EPS +45% YoY on 17% local-currency growth in sales:

http://finance.yahoo.com/news/allergan-reports-third-quarter-2014-110000255.html

Full-year 2014 non-GAAP guidance has been raised to $6.27-6.30, +31% vs 2013.

[DewDiligence]

Brand new AGN slide deck opposing VRX merger:

http://www.sec.gov/Archives/edgar/data/850693/000119312514375382/d806607dex991.htm

[DewDiligence]

Received proxy today for the 12/18/14 special shareholder’s meeting and voted against Pershing Square/VRX.

[DewDiligence]

AGN does not own the company that makes Zmapp. Rather, AGN acquired a distinct company called Map Pharmaceuticals in 2013 (#msg-83696395).

[MONEYMADE]

AGN owns ZMAPP

[MONEYMADE]

$183 Close,,,,,Go ALLERGAN

[DewDiligence]

New slide deck opposing the VRX deal:

http://www.sec.gov/Archives/edgar/data/850693/000119312514357392/d797278dex991.htm

[DewDiligence]

All-time closing high today ($178.00).

[DewDiligence]

Latest machinations re AGN, ACT, SLXP, VRX, etc:

http://online.wsj.com/articles/actavis-made-offer-for-allergan-in-august-1411422949

[Phaeton]

Sorry one more posting about the potential partnership potential with MNKD and AGN.

patft.uspto.gov/netacgi/nph-Parser?Sect1=PTO1&Sect2=HITOFF&d=PALL&p=1&u=%2Fnetahtml%2FPTO%2Fsrchnum.htm&r=1&f=G&l=50&s1=8,785,396.PN.&OS=PN/8,785,396&RS=PN/8,785,396

United States Patent 8,785,396

Leone-Bay , et al. July 22, 2014

Method and composition for treating migraines



Abstract

A method for treating migraines is disclosed. The method utilizes a rapid drug delivery system which prevents deactivation or degradation of the active agent, including small molecules and peptides being administered to a patient in need of treatment. In particular, the drug delivery system is designed for inhalation for delivery of drugs to the pulmonary circulation in a rapid and therapeutically effective manner.



Inventors: Leone-Bay; Andrea (Ridgefield, CT), Stowell; Grayson W. (Gaylordsville, CT), Guarneri; Joseph J. (Stamford, CT), Carlson; Dawn M. (New Milford, CT), Grant; Marshall (Newtown, CT), Smutney; Chad C. (Watertown, CT)

Leona-Bay, a MNKD scientist was granted the patent to Migraine treatment today.
Spiro and I met and spoke with Dr Leona -Bay after her Technosphere presentation at the Drug Delivery conference this past Jan. Along with Al Mann and Jonathon Goldman (partnership guy) she was very excited about it's potential and believe it could be bigger than Afrezza.
With the patent protection granted it now allows MNKD to start partnering Technosphere/Crickett device for Migraines.

AGN has a Migraine drug and MNKD has an Inhaler. Potential opportunity .

More on the Patent.

http://mnkd.proboards.com/thread/1028/technosphere-patent-migraines-granted-today#ixzz39HNoyEpZ

Tell me what you think.

[Phaeton]

More on the delivery system

http://www.mannkindtechnologies.com

[Phaeton]

Hi new to the AGN board but was wondering your thoughts on your Migraine drug and it's delivery system. Does anybody see the possibility with MannKind who has a Patented inhaler device for Migraines.

Mannkind is going to announce soon either a Partner or potential buyout of pieces of the company. Could Allergan be in the equation?

I missed it but it could really be a reason a lot of news has been hitting the technology side of the Mannkind with the new recent patent. Allergan is cash rich and is trying to stay independent. Perhaps they partner buy license from Mankind for their Migraine drug. The have missed FDA approval because of their inhaler.
Could be a reason that MNKD recently added more photo's of different Technosphere devices.

YOUR DRUG,OUR DELIVERY they need MannKind's patented device. Sounds like $$$ to me.

http://www.fiercepharmamanufacturing.com/story/manufacturing-issues-lead-another-crl-allergan-migraine-drug/2014-07-01

[DewDiligence]

AGN’s CC slides on new EPS guidance and operational changes to fend off VRX hostile offer (27 pages):

http://www.sec.gov/Archives/edgar/data/850693/000119312514273649/d758653dex992.htm

The updated EPS guidance for 2014-2016 is shown on slide #20:

• 2014: $5.74-5.80 (20-22% growth vs 2013).
• 2015: $8.20-8.40
• 2016: ~$10.00

[DewDiligence]

AGN presents new phase-2 DARPin data at pipeline update today:

#msg-103848976

[DewDiligence]

AGN continues publicity campaign to discredit VRX business model: #msg-103353941.

[DewDiligence]

AGN rejects VRX again: #msg-103136518.

[DewDiligence]

VRX/Pershing drop “mock” AGN proxy vote in favor of a real one:

#msg-102792904

[DewDiligence]

VRX raises cash component of offer again: #msg-102707284.

[DewDiligence]

Definition of a roll-up company (what VRX is): #msg-102582983.

[DewDiligence]

AGN acknowledges VRX’s sweetened offer: #msg-102582536.

[DewDiligence]

NYT’s DealBook on the VRX/Perhing offer: #msg-101001280

[DewDiligence]

VRX and Bill Ackman make hostile offer for AGN:

#msg-100894112 (WSJ)
#msg-100893706 (my own musings)

[DewDiligence]

JNJ kills Botox-like product development: #msg-100466796.

[DewDiligence]

4Q13 factoids and 2014 guidance: #msg-97002980.

[DewDiligence]

AGN falls sharply on prospects for generic Restasis in US: #msg-89325997.

[DewDiligence]

Musings on AGN’s woes today: #msg-87457066.

[DewDiligence]

4Q12 Botox sales were $475M—highest-ever quarter: #msg-84274677.

[DewDiligence]

AGN acquires MAPP for $25/sh in cash (60% premium):

#msg-83696395

CC tomorrow at 11am ET.

[DewDiligence]

FDA approves Botox for idiopathic OAB: #msg-83604525.

[DewDiligence]

Items of interest from AGN’s 3Q12 PR and CC:

#msg-80999828 Worldwide Botox sales +9% YoY
#msg-80998748 Botox US market share
#msg-80999133 Botox for migraine well covered by insurance
#msg-80999191 AGN seeks to divest LapBand

[DewDiligence]

Revised 2012 non-GAAP EPS guidance is $4.17-4.19 (vs old range of $4.15-4.19):

http://finance.yahoo.com/news/allergan-reports-third-quarter-2012-130000266.html

Deducting the $2.99 non-GAAP EPS for the first 9 months, this leaves implicit guidance of $1.18-1.20 for 4Q12.

[DewDiligence]

Latisse for AGA could be a decent-selling product provided that the efficacy is much better than Rogaine (which isn’t saying a lot). However, I doubt that it will become a bona fide blockbuster.

[hptaxis]

Khidhir KG, Woodward DF, Farjo NP, et al. The prostamide-related glaucoma therapy, bimatoprost, offers a novel approach for treating scalp alopecias. The FASEB Journal. http://www.fasebj.org/content/early/2012/10/25/fj.12-218156.abstract

Balding causes widespread psychological distress but is poorly controlled. The commonest treatment, minoxidil, was originally an antihypertensive drug that promoted unwanted hair. We hypothesized that another serendipitous discovery, increased eyelash growth side-effects of prostamide F2a-related eyedrops for glaucoma, may be relevant for scalp alopecias. Eyelash hairs and follicles are highly specialized and remain unaffected by androgens that inhibit scalp follicles and stimulate many others. Therefore, we investigated whether non-eyelash follicles could respond to bimatoprost, a prostamide F2a analog recently licensed for eyelash hypotrichosis. Bimatoprost, at pharmacologically selective concentrations, increased hair synthesis in scalp follicle organ culture and advanced mouse pelage hair regrowth in vivo compared to vehicle alone. A prostamide receptor antagonist blocked isolated follicle growth, confirming a direct, receptor-mediated mechanism within follicles; RT-PCR analysis identified 3 relevant receptor genes in scalp follicles in vivo. Receptors were located in the key follicle regulator, the dermal papilla, by analyzing individual follicular structures and immunohistochemistry. Thus, bimatoprost stimulates human scalp follicles in culture and rodent pelage follicles in vivo, mirroring eyelash behavior, and scalp follicles contain bimatoprost-sensitive prostamide receptors in vivo. This highlights a new follicular signaling system and confirms that bimatoprost offers a novel, low-risk therapeutic approach for scalp alopecias.

[DewDiligence]

More selling by CSO, Scott Whitcup: #msg-80719391.

[DewDiligence]

In addition to the recent sales by Pyott (#msg-80408629) and Whitcup (#msg-80180974), a non-executive director sold $230K worth of stock on 9/26/12:

http://www.sec.gov/Archives/edgar/data/850693/000112760212027241/xslF345X03/form4.xml

That's a lot of insider selling.

[DewDiligence]

CEO, David Pyott sold $58M (not a typo) worth of stock in the past few days:

#msg-80408629

[DewDiligence]

AGN’s head of R&D, Scott Whitcup, exercised and sold $560K worth of stock at $92.70 on 10/1/12:

http://www.sec.gov/Archives/edgar/data/850693/000112760212028035/xslF345X03/form4.xml

Inasmuch as the exercised options were due to expire in Jan 2013 and selling in 2012 may reduce capital-gains taxes, I don’t consider this transaction bearish.

Whitcup still owns about $2M of AGN stock.

[DewDiligence]

AGN inks new DARPin collaboration with Molecular Partners:

#msg-78745948

This collaboration is a pretty big deal even for a company as large as AGN, IMO.

[DewDiligence]

Updated 2012 non-GAAP EPS guidance is $4.15-4.19—i.e. an increase of two cents at the lower bound.

[DewDiligence]

AGN shares climb on strong Botox growth: #msg-78091233.