$310 million break-up fee = $1.87 per share of WWAV. So, approximately $58.11 is the breakeven in terms of a higher offer from another suitor. While the WWAV board has some discretion, it would seem that any alternative acquisition proposal would need to start with a 6-handle. I don't see it (I don't go to Jimmy Cramer for my M&A advice), but there is still a couple of months remaining for this to play out.
A material portion of that "super growth" has been via acquisitions. Unclear how you could convince a potential buyer to pay 40x 2017E EPS of $1.62 with five-year projected EPS growth of 18%. With a cost basis of $6.20 (acquired my stake through the purchase of DF shares back in 2010). I was more than happy to sell at $56.25 today.
Formally known as Texas Pacific Group, TPG is a leading private equity firm with U.S. offices in Austin, Dallas, Fort Worth, Houston, New York, and San Francisco.
According to the Schedule 13D filed on 5/3/16, TPG currently holds 17,182,136 shares of ENDP. At Friday's closing price of $14.05, TPG's shares of ENDP are worth $241.4 million. The $1.55 billion figure you referenced was the implied value of the stock consideration TPG would receive (18 MM shares x $86.111) for Par as of the transaction announcement date (5/18/15). The implied value of the stock consideration fell to $1.06 billion (18 MM shares x $61.82) as of the closing date for the transaction (9/28/15). Suffice it to say, TPG's position is substantially underwater at the present.
Negative price / TBV ratio = NM (not meaningful). Hence, a worthless metric in this instance. ENDP is NOT cheap in terms of price to TBV. CFA Level 1 concept.
De Silva was named President & CEO of ENDP on 2/25/13. His "report card" based on shareholder returns as of this AM pre-market levels:
2/22/13 - $28.04
5/6/16 - $19.01
Total Return - (32.2)%
2/22/13 - $142.34
5/6/16 - $240.45
Total Return - 68.9%
Congratulations on under performing the broad market by 100% over 3+ years. DiSilva is paid like he is delivering alpha, but fails to even deliver beta. A harsh assessment? Yes, but in the words of Coach Bill Parcells - "You are what your track records says you are."
Yes, plus both companies have similar strategies (growth by acquisition) which works in a risk-on environment and when new capital is plentiful. Do a comparison using the interactive chart function from when De Silva became CEO in March 2013 - almost mirror images in terms of the performance.
I did a quick calculation using a constant growth (Gordon) dividend discount model. Assuming future annual dividend growth of 2%, the current stock price of $3.17 implies a new annual dividend rate of approximately $0.16 or a yield of 5.0%
Appears expensive based on 2015 estimates of $35-40 million. However, ACHI generated over $55 million of net cash from customer contracting in 2011. For me, the question is whether new management can position the business so it generates annual net cash more in the range of $60-80 million by 2016-2017. Under this scenario, the stock is currently trading at an attractive discount to intrinsic value. I don't see the stock plunging nor rising to $14 by March. I do think the filing of the 12/31/14 10-K and subsequent stock listing (this stock trades by appointment on the "pink sheets") will create a slight tailwind for the stock.
If you read the entire article, Naimi said there is a good chance of $0.00 oil for the next two decades, just like ZIRP.....
He's currently enrolled at pundit school with an eye on a future CNBC guest spot. Just another poster to add to the ignore list along with "juan" et al.
My quick read of the merger agreement was the break-up fee of $250 MM was a reciprocal arrangement. If CBST gets a superior offer from another party, then CBST (actually the new acquirer) must pay $250 MM to MRK. If MRK walks away for a reason that does not put it in breach of its obligations within the merger agreement, then MRK must pay $250 MM to CBST. In any event, the ability to walk for either party are extremely limited. The $250 MM break-up fee implies that CBST would need to get an offer of approximately $105.00 per share to justify, from an economic standpoint, terminating the transaction with MRK and paying the break-up fee.
The discount represents the time value of money until the deal closes (sometime in Q1 2015) and any risk that the deal might not close on time or at offer price of $102.00 per share in cash. Assuming the transaction closes on 2/15/15, this represents an investment horizon of 67 days for the risk arbitrage investors. At the current price of $96.20, this represents a discount of approximately 5.7% or an annualized return of 32.6%. These figures say to me that the risk of transaction being terminated and / or done at a discount to the current offer price of $102.00 per share are de minimus.
The management of MRK and their advisers were well aware of the litigation risk between CBST & HSP when they negotiated the $102.00 per share offer. I'm guessing one of the reasons for the relatively low acquisition premium (sub-40%) was to factor in any negative potential outcome from this litigation. Most importantly, this announcement does not trigger the material adverse change (MAC) clause in the merger agreement so either MRK pays $102.00 per share or walks and pays CBST a break-up fee of $250 MM.
The buyout of CBST by MRK has minimal if any impact on CBSTZ. MRK is NOT purchasing CBSTZ as a result of its purchase of CBST. CBSTZ is the ticker symbol for the publicly-traded contingent value rights (CVR) that CBST issued to the former shareholders of Optimer Pharmaceuticals when it bought the company back in July 2013. CBSTZ is worth anywhere from $0 to $5.00 based on cumulative sales of Optimer's drug, DIFICID from the 7/1/13 - 12/31/15 time period. DIFICID is a FDA-approved treatment for CDAD that was a key drug in Optimer's portfolio. Here are the cumulative sales hurdles for the potential CVR payout:
CVR payout is $0.00 per share
$250 MM CVR payout is $3.00 per share
$275 MM CVR payout is $4.00 per share
$300 MM CVR payout is $5.00 per share.
Through the quarter ended 9/30/14, cumulative sales of DIFICID are approximately $59.9 MM and have been growing at about 10% each quarter. I estimate that average quarterly sales growth would need to increase to approximately 27.5% over the next five quarters to reach the first milestone ($3.00 payout). Such a ramp-up seems unlikely so I am assuming the CBSTZ will expire worthless.
I spoke with world renowned psychic Miss Cleo late last night and she said I should expect an answer on Tuesday, January 20, 2015 at exactly 8:38 AM EDT.