vote AGAINST the proposed acquisition of Allos Therapeutics, Inc. The analyses and reports of ISS are relied upon by hundreds of major institutional investment firms, mutual and pension funds and other fiduciaries.
In its October 8, 2011 report, ISS stated*:
As the strongly negative market reaction, the 13D filings from large shareholders, and the evidence that AMAG may be overpaying for an asset whose potential its current owners cannot unlock without AMAG's help, all argue against the transaction -- and the stand-alone alternative is relatively strong, with little apparent operating risk if the deal falls through -- A VOTE AGAINST THE PROPOSED TRANSACTION IS WARRANTED."
AMAG board has effectively proposed that its shareholders accept 39% dilution in exchange for an asset that, based on the company's own stand-alone financial projections, would not achieve breakeven adjusted EBIT through at least 2027
The $2.44 implied offer value of AMAG shares is substantially higher than the upper end of [Allos' financial advisor's discounted cash flow valuation] range, suggesting Allos shareholders are getting an excellent price -- and AMAG shareholders may be overpaying
MSMB believes that the company needs a fresh perspective and new energy in the board room to build value for all AMAG shareholders. Replacing a majority of AMAG's board and voting against the proposed issuance of AMAG stock to the shareholders of Allos will ensure that the interests of AMAG's shareholders are placed first. MSMB remains committed to pursuing an all-cash transaction with AMAG in which MSMB would purchase up to all of the outstanding shares of AMAG common stock that it does not own for $18.00 per share. Following the removal of the current AMAG directors, MSMB intends to discuss this proposal with the reconstituted board of directors.
MSMB anticipates distributing a definitive consent statement and a definitive proxy statement to shareholders of AMAG in the near future. Under Delaware law, MSMB's proposals to remove the current board of directors of AMAG (excluding Mr. Robert J. Perez) and to elect its five nominees would generally become effective upon delivery to AMAG of valid written consents signed by shareholders representing at least a majority of the outstanding shares of AMAG common stock.
"We are gratified to learn that ISS agrees with our conclusion that AMAG's proposed merger with Allos destroys value for the shareholders of AMAG. As we have stated numerous times, we believe that the merger creates unacceptable dilution to the current shareholders of AMAG and that Folotyn's weak patent protection presents an unacceptable financial risk," said Martin Shkreli, the Chief Investment Officer of MSMB. "The consistently poor performance of the Board of Directors and management of AMAG has resulted in a nearly 80% drop in the price of AMAG's common stock over the past four years. Our objective is to enhance shareholder value with a reconstituted board of directors of AMAG," Mr. Shkreli concluded.