Advanced Corporate Finance
Final Case: Roche
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Reasons for Roche’s 100% ownership of Genentech
Since Roche and Genentech both operate in the pharmaceutical industry, but still have their own specialty, they can benefit from a partnership. Roche owns a majority stake in Genentech since 1990 and since 2007, it owns 56% of Genentech. Genentech was founded in 1976, their focus lies on biotechnology in which they are the second largest firm of the world.
Genentech had become an important part of Roche’s business representing 24% of Roche’s pharmaceutical product sales in 2008. In July 2008, Roche made public that they’d want to acquire the remaining 44% of Genentech. For Roche this acquisition beholds several benefits, but of
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Thus the constraint between Roche’s and Genentech’s R&D efforts would disappear. Since the R&D pipeline of Genentech grew stronger by the day in the ten years before the announcement (see exhibit A, B and C), a merge would be a big advantage to Roche.
Finally, since the beginning of 2007, the free cash flow of Genentech grew largely. Roche could not access Genentech’s cash directly under the present ownership structure. If a merge occurred, Roche would gain full access to the cash of Genentech. Because expectations are that Genentech’s cash flow will remain high, full access to this cash would have many advantages to Roche, like repaying the debt made by the acquisition.
Risks
Besides the benefits, there are also several risks involved with the takeover. First, the takeover would cost $44 billion, which partially would have to be loaned. The management wasn’t sure that Roche would be able to raise the required debt funding given the state of the financial markets. In the middle of the financial crisis, banks weren’t very keen in arranging bridge loans to finance such acquisitions. As a result of this, even if they were able to manage in getting a bridge loan, this would be very expensive.
Secondly, it is very hard to value the benefits to Roche in taking over Genentech. One of the causes of a misvaluation is that synergies tend to be mispriced. On top of that,
For this assignment, purchase and read the case file “Harnischfeger Corp.” You can purchase the reading from Harvard Business Publishing Web site. After reading the case, answer the questions on page three of this document. Submit your assignment by the end of Week 2.
If the merger had taken place as per the current EPS values only, i.e. at the Exchange ratios as given below:
However, a stock drop in the U.S. market is not historically unusual for impending mergers. So, all things considered, it looked like this might be a great combination.
The company is so large that no one drug can lift it from its current sales doldrums. In addition, the company was once highly attractive to investors, but its recent stock price fell to 1997 lows. This may put pressure on the company to attempt acquisitions at a time when the company is ill-equipped to integrate a new company into its organization, and it is engaged in a cost-cutting program at a time when it may need to invest even more in research and development (McTigue Pierce, 2005).
On his last night before he had to go back to the Citadel Military school in South Carolina, following the Thanksgiving vacation, Harry De La Roche came back home from a night of drinking with some friends and found himself contemplating in his bed whether he should go back to school like his father ordered him to do and continue the harassment he had endured that semester from his classmates or to stop his only obstacle that was in his way from ever going back to that school. He took his father’s .22 caliber pistol and proceeded into his parent’s bedroom. He stood over their bed for 15 minutes with the gun in his hand thinking if he should continue with what he was about to do. Then the next minute, he shot both his father and mother. He continued down the hallway towards his Brother Ronnie’s room and as Ronnie was getting out of bed, still in shock with what he just heard, Harry shot him. He then went to see his younger brother Eric and he shot him twice while he was getting up. Harry then continued back to his room and sat on his bed for a few minutes and then he heard heavy breathing coming from Eric’s room. Harry went back to the room and heard his brother mumbling something. Harry then covered Eric’s eyes with his hands while he got a towel and covered Eric’s face with it. He told him it was a dream and to go back to sleep. Eric
-In 1984, there was a switch from accelerated to straight line depreciation retroactively. Because of this, the depreciation expense decreased.
Any reward does have its risks. I can foresee a few problems with an acquisition. Besides the fact that we’ve told that over 70% of mergers and acquisitions fail, we also know that sometimes payback on any acquisition can be long (10 years). Additionally, there can be some negative effects on R&D because of cultural differences between corporations. As is with any M&A, due diligence, integration planning and execution are the keys to any success.
Since the beginning of the agreement Warner Labs was aware that the partnership with Pfizer represented the risk of an hostile takeover, because of this Warner carefully designed a defensive agreement that allow the partnership, at the same time that avoiding somewhat the anticipated movement and merge proposal.
In 2000, Merck began to cooperate with Schering-Plough on several research products and in 2009 acquired their longtime partner in an effort to diversify its products and reach a broader consumer base. With challenges that include rising prices of research and prescription drugs, Merck has managed to forge forward and overcome obstacles. Merck’s survival has been a subject of speculation many times throughout the years; from the 2004 recall of their top selling drug (Vioxx) due to undesirable side effects to the recently curtailed trials of their very promising new anti-clotting drug (Vorapaxar) due to negative trial results. Kenneth Frazier, Merck’ CEO, has also come under heavy criticism due to his unconventional decision not to cut research budgets in order to increase profits. This strategy differs greatly from the usual path and it has cost Merck investor confidence which resulted in lowered stock prices . Although Merck has been subjected to challenges throughout their history they have always managed to stay afloat and maintain their reputation as a leader in healthcare.
Early in 1997, Genzyme Corporation began negotiations with Geltex Pharmaceuticals in an attempt to launch a joint venture to market Geltex's first product, RenaGel. Geltex was a young biotech research company with only two products in its pipeline, and they didn't have the resources necessary to launch RenaGel on their own. Genzyme, on the other hand, was a quickly growing company that experienced revenues of $518 million in 1996. They were attracted to the joint venture with Geltex because of the likelihood of increased earnings, as well as the joint venture being an excellent fit for Genzyme's specialty therapeutics. Genzyme also felt that the joint venture would lead to a similar deal in launching Geltex's second product, CholestaGel.
Synopsis: Dow is acquiring Rohm and Haas from Ingersoll-Rand at an agreed price per share of $78. However, a deal with Kuwait’s Petrochemical Industries Company, which was supposed to generate $7 billion of cash to be used to finance the acquisition, had recently fell-through. The hiccup has led to Rohm taking legal action to force Dow to complete the acquisition as required by the merger agreement. The standalone value of Rohm’s share price is currently at $46.77 while the synergies could almost double that to $94.63 per share. By going ahead with the deal Dow would need to raise capital and that might lead to a lower bond rating.
According to the case, there are stock price changes for Berkshire Hathaway and Scottish Power plc on the day of the acquisition announcement. Also, the bid price for PacifiCorp is $9.4 billion. After knowing this announcement, Berkshire Hathaway’s Class A shares price went up and make them gained in market value $2.17 billion. In Berkshire and other investors’ point of view, After Berkshire takeover PacifiCorp, it might have a good development and future so that the stock price went up. Berkshire believed that PacifiCorp can have good earning returns in the future. The intrinsic value is more valuable than its cost so they are willing to pay $9.4 billion to acquire.
In this scenario Margret Weston, received a letter. In the letter she found out that Yossarian acquired 10% of the company’s stock. This aggressive move by Yossarian was motivated by the company management not doing their job to maximize shareholders wealth. Moreover, the managers were having issues with the hurdle rate, because it is just generally accepted, but not scientifically proven. On the other hand one TV Commentators opinion about Teletech Corp. is that “there is no way to have a hostile takeover in this sector, but for the Teletech Corp. there are many reasons to try.” Teletech Corp. has two major business segments, Telecommunication Services and both Product and System Manufacturing make up the other segment we will analyze.
GSK is the 2nd largest pharmaceutical firm in the world, and the largest in the UK by sales and profits, it is responsible for 7% of the worlds pharmaceutical market, and has its stocks listed both in UK and US (O 'Rourke, 2002). The origin of the so called blockbuster model, is partly linked with Glaxo (as it was previously known). In the early 80’s, then Glaxo brought to light their first blockbuster drug, Zantac, which was an anti-ulcer drug, which was very similar to the a pre existing drug Tagamet (first ever blockbuster) sold by Smith Kline & French, their completion at the time (MONTALBAN and SAKINÇ, 2011). The introduction of this drug, brought about an increasing sales force in the US, the company soon became dependent on the drug, because it represented a large part of their profit. In 2002, 8 blockbusters of GSK contributed to $14.240 million sales revenue, taking up 53% of its total ethical sales (Froud et al 2006). However, due to the nature of the pharmaceutical industry, the patent began to expire, in other to avoid the patent cliff, Glaxo merged with Wellcome in 1995, which ensured a growing number of sales force, and with Beecham in 2000 (Froud et al., 2006) this merger, boosted the confidence of investors, by growing the business inorganically. For Big Pharma, this block buster model is very profitable, because with the high cost of R&D, the drugs are able to generate ample profit, to cover the sunk costs
On the opposite hand, alone, Polysar had a product of superior quality and there was a chance of non-allied market penetration which would subsequently drive Bayer out of the market completely. Although the traditional Polysar approach of complete independence and direct competition with the two other contenders in this segment would mean increased potential rewards and profits, it should not be forgotten that the risks would be much greater and the investments much higher.