giofranchi Posted November 5, 2013 Author Share Posted November 5, 2013 Endo to Acquire Specialty Pharmaceutical Company Paladin Labs MALVERN, Pa. and MONTREAL, Nov. 5, 2013 /PRNewswire/ -- •Accelerates Endo's transformation to leading global specialty healthcare company and creates platform for future growth •Paladin Labs' proven Canadian franchise, robust near-term pipeline and emerging market business complement Endo's U.S. strengths •Combined company expects to grow presence in North America and internationally •Stock and cash transaction values Paladin Labs at $77.00 (CAD) per share •Expected to be immediately accretive to Endo's 2014 adjusted EPS Endo Health Solutions (NASDAQ: ENDP) ("Endo") today announced that it has reached a definitive agreement to acquire Paladin Labs Inc. (TSX: PLB), ("Paladin Labs") a leading Canada-based specialty pharmaceutical company, in a stock and cash transaction valued at approximately $1.6 billion of which approximately 98% will be paid in shares of stock as described below. The acquisition accelerates Endo's strategic transformation to a leading global specialty healthcare company and creates a platform for future growth in North America and internationally. Pursuant to the acquisition, each of Endo and Paladin Labs will be acquired by a newly-formed Irish holding company ("New Endo"). At $77.00 (CAD) per Paladin Labs share, the transaction represents a 20% premium to Paladin Labs' share price of $63.91 as of November 4, 2013, and is expected to be immediately accretive to Endo's 2014 adjusted earnings per share. "The acquisition of Paladin Labs accelerates Endo's transformation from an integrated health solutions company to a top tier global specialty healthcare leader," said Rajiv De Silva, president and CEO of Endo. "Together with our sharpened focus, lean operating model and improved execution within our core businesses, strategic acquisitions will continue to play a key role in maximizing our growth potential and cash flow generation to drive future value for Endo shareholders. Paladin Labs has a proven track record of acquiring and in-licensing innovative new products, and developing international growth platforms. Paladin Labs' stable and growing cash flows and strong Canadian franchise complement our existing portfolio and further diversify our pharmaceutical product mix and geographic reach. The compelling financial and operational platform we are creating through this combination will leave the new Endo well positioned to continue to offer products that make a difference in the lives of patients while generating superior growth and returns for our shareholders." http://www.endo.com/news-events/press-releases giofranchi Link to comment Share on other sites More sharing options...
giofranchi Posted November 5, 2013 Author Share Posted November 5, 2013 Endo Reports Third Quarter Financial Results MALVERN, Pa., Nov. 5, 2013 /PRNewswire/ -- •Total quarterly revenues of $715 million, decreased by 5 percent versus prior year. •Third quarter reported diluted (GAAP) EPS of $0.33; Third quarter adjusted diluted EPS of $1.34 increased by 5 percent versus prior year. •Company raises 2013 revenues to a range of $2.75 billion to $2.80 billion. •Company lowers 2013 reported diluted (GAAP) EPS to a range of $0.95 to $1.10. •Company raises 2013 adjusted diluted EPS to a range of $4.60 to $4.75. Endo Health Solutions (Nasdaq: ENDP) today reported third quarter 2013 total revenues of $715 million, compared to $750 million for the same quarter of 2012. Endo reported third quarter 2013 net income of $40 million, compared to reported net income of $54 million for the comparable 2012 period. As detailed in the supplemental financial information below, adjusted net income for the three months ended September 30, 2013 increased by 5 percent to $161 million, compared to $153 million for the same period in 2012. Reported diluted EPS for the third quarter 2013 was $0.33, compared to $0.45 for the third quarter of 2012. Reported diluted EPS for the period includes a charge of approximately $31 million for the period, primarily to reflect the impact of an accrual for certain product liability claims and asset impairment charges related to ongoing strategic alternatives for the HealthTronics business of approximately $38 million. Adjusted diluted EPS increased by 5 percent to $1.34 for the third quarter 2013 compared to $1.28 for the same period in 2012. "Endo continues to evolve through what is an important transition period for the company," said Rajiv De Silva, President and CEO of Endo. "During the third quarter we have carried the momentum we established in June with the announcement of our new strategic direction. We have implemented a leaner operating model, announced progress in our branded pipeline, announced the acquisition of Boca Pharmacal and continued to assemble a strong leadership team to lead Endo towards our objective of creating a leading specialty healthcare company." http://www.endo.com/news-events/press-releases giofranchi Link to comment Share on other sites More sharing options...
skanjete Posted November 5, 2013 Share Posted November 5, 2013 And now a take over of Paladin Labs, as well as a move to Ireland. I remember someone here recommending Paladin Labs a few months ago. Apparently mr. De Silva took notice. These are busy guys and the followed strategies are Valeant vintage. Link to comment Share on other sites More sharing options...
giofranchi Posted November 5, 2013 Author Share Posted November 5, 2013 +28% today... until now, at least! The market seems to be satisfied... :) giofranchi Link to comment Share on other sites More sharing options...
rogermunibond Posted November 5, 2013 Share Posted November 5, 2013 This is a pretty complicated deal structure. A new Irish holding company that will own both old Endo and Paladin Labs. Paladin Labs management stays in place. This seems to be something where two like-minded companies have decided that they can merge and both gain Irish tax advantage. Is there precedent for this kind of thing or is tax approval by Irish authorities iffy? ************************* The Tax Motive in Endo Health’s Deal By ROBERT CYRAN Reuters Breakingviews Greed is seeping into the art of mergers and acquisitions. Endo Health Solutions is the latest buyer to receive a warm welcome for a sensible acquisition with notable savings. Its market value jumped almost as much as the $1.6 billion price of its purchase, Paladin Labs. But the deal also involves a huge tax dodge, and investors aren’t factoring in enough risk. This is no straightforward takeover. Endo is based in Malvern, Pa., and Paladin in Montreal. Because it is buying a foreign company that will wind up holding more than 20 percent of the combined equity, Endo reckons it can “invert” to a different location altogether. The plan is to create a new holding company based in Ireland that will own both Endo and Paladin. This maneuver should slash Endo’s typical tax rate of over 30 percent to 20 percent, and possibly to as low as 12.5 percent eventually. The extra money will help the bottom line and give Endo an edge over many peers when pursuing future deals. The 28 percent rise in Endo’s shares suggests investors are counting on additional mergers and acquisitions. Its rival Valeant, where Endo’s chief executive used to work, uses a similar strategy. An acquisition binge has led its stock to surge tenfold since 2008. Endo is pushing boundaries, both literally and figuratively, to attain extra value. It’s paying a 20 percent premium for Paladin, which works out to about $270 million. Endo reckons operational and tax savings combined, after taxes, are at least $75 million a year. Even assuming that half of that is owing to the tax jurisdiction change, the savings to investor would still be worth $375 million, and Endo’s share would more than cover the cost of the premium. That wasn’t enough, though, just as it wasn’t for the American drug maker Perrigo when it agreed in July to buy Elan for $8.6 billion. Perrigo, too, is reaping tax savings by incorporating the combined company in its quarry’s home base of Dublin. Endo’s move is more audacious given the fact neither company is Irish. With governments facing fiscal constraints and tax avoidance squarely in their cross hairs, acquirers can’t expect their boldness to be overlooked. Link to comment Share on other sites More sharing options...
Cunninghamew Posted November 5, 2013 Share Posted November 5, 2013 This is a pretty complicated deal structure. A new Irish holding company that will own both old Endo and Paladin Labs. Paladin Labs management stays in place. This seems to be something where two like-minded companies have decided that they can merge and both gain Irish tax advantage. Is there precedent for this kind of thing or is tax approval by Irish authorities iffy? ************************* The Tax Motive in Endo Health’s Deal By ROBERT CYRAN Reuters Breakingviews Greed is seeping into the art of mergers and acquisitions. Endo Health Solutions is the latest buyer to receive a warm welcome for a sensible acquisition with notable savings. Its market value jumped almost as much as the $1.6 billion price of its purchase, Paladin Labs. But the deal also involves a huge tax dodge, and investors aren’t factoring in enough risk. This is no straightforward takeover. Endo is based in Malvern, Pa., and Paladin in Montreal. Because it is buying a foreign company that will wind up holding more than 20 percent of the combined equity, Endo reckons it can “invert” to a different location altogether. The plan is to create a new holding company based in Ireland that will own both Endo and Paladin. This maneuver should slash Endo’s typical tax rate of over 30 percent to 20 percent, and possibly to as low as 12.5 percent eventually. The extra money will help the bottom line and give Endo an edge over many peers when pursuing future deals. The 28 percent rise in Endo’s shares suggests investors are counting on additional mergers and acquisitions. Its rival Valeant, where Endo’s chief executive used to work, uses a similar strategy. An acquisition binge has led its stock to surge tenfold since 2008. Endo is pushing boundaries, both literally and figuratively, to attain extra value. It’s paying a 20 percent premium for Paladin, which works out to about $270 million. Endo reckons operational and tax savings combined, after taxes, are at least $75 million a year. Even assuming that half of that is owing to the tax jurisdiction change, the savings to investor would still be worth $375 million, and Endo’s share would more than cover the cost of the premium. That wasn’t enough, though, just as it wasn’t for the American drug maker Perrigo when it agreed in July to buy Elan for $8.6 billion. Perrigo, too, is reaping tax savings by incorporating the combined company in its quarry’s home base of Dublin. Endo’s move is more audacious given the fact neither company is Irish. With governments facing fiscal constraints and tax avoidance squarely in their cross hairs, acquirers can’t expect their boldness to be overlooked. I am not super familiar, but wasnt this the same move he made at VRX. It worked out great there, bc the advantageous tax rate made all future acquisitions almost immediately accretive. Link to comment Share on other sites More sharing options...
rogermunibond Posted November 5, 2013 Share Posted November 5, 2013 VRX/Biovail involved an inversion whereby Biovail was the successor company and Valeant got out of US taxation and is now taxed under Canadian tax regime. Endo/Paladin has an inversion but then another step where the new Endo parent is set up as an Irish parent co and not a IP holding subsidiary. At least that's my understanding. Seems aggressive to me but I defer to any M&A international tax experts :D Link to comment Share on other sites More sharing options...
giofranchi Posted November 6, 2013 Author Share Posted November 6, 2013 Endo Health Scores A Huge Win http://seekingalpha.com/article/1810472-endo-health-scores-a-huge-win?source=email_rt_article_readmore giofranchi Link to comment Share on other sites More sharing options...
rogermunibond Posted November 7, 2013 Share Posted November 7, 2013 http://dealbook.nytimes.com/2013/11/06/health-care-deal-is-latest-to-seek-corporate-tax-shelter-abroad Apparently buying more than 20% in stock, allows a US company to reorganize in another country. Still unclear why other pharma companies aren't doing what Endo is doing. Perrigo and Actavis have both acquired and inverted from Ireland domiciled companies. In this case, the target is Canada based but they are still redomiciling to Ireland. Link to comment Share on other sites More sharing options...
giofranchi Posted November 8, 2013 Author Share Posted November 8, 2013 Q3 2013 Conference Call Gioendo-health-solutions-Q3-2013-conference-call.pdf Link to comment Share on other sites More sharing options...
giofranchi Posted November 8, 2013 Author Share Posted November 8, 2013 The Market Is Exaggerating On The Paladin Deal Gioendo-health-solutions-the-market-is-exaggerating-06nov2013.pdf Link to comment Share on other sites More sharing options...
giofranchi Posted December 10, 2013 Author Share Posted December 10, 2013 Endo Health unit gets 501(k) clearance for SUI treatment - 9:58 AM •A subsidiary of Endo Health Solutions receives FDA 501(k) clearance for the RetroArc Retropubic Sling System. •The SUI treatment "rounds out American Medical Systems' family of slings [and] underscores [its] commitment to physicians and patients," the company's general manager of women's health says. Gio Link to comment Share on other sites More sharing options...
dcollon Posted December 16, 2013 Share Posted December 16, 2013 Endo to Acquire Specialty Pharmaceutical Company NuPathe Monday, December 16, 2013 12:00:00 PM (GMT) MALVERN, Pa., Dec. 16, 2013 /PRNewswire/ -- Accretive transaction furthers Endo's transformation into leading specialty healthcare company Builds on Endo's leadership in pain management through addition of ZECUITY® (sumatriptan iontophoretic transdermal system), the first and only FDA approved patch to treat migraine Proven Endo branded pharmaceuticals commercial team to execute ZECUITY launch, expected in first half 2014 Endo Health Solutions (Nasdaq: ENDP) today announced it has entered into a definitive agreement under which Endo will acquire NuPathe Inc. (Nasdaq: PATH) for $2.85 per share in cash, or approximately $105 million. In addition to the upfront cash payment, NuPathe shareholders will receive rights to receive additional cash payments of up to $3.15 per share if specified net sales of NuPathe's migraine treatment ZECUITY are achieved over time. Endo expects meaningful cost synergies from the transaction, which is expected to be accretive to Endo's adjusted diluted earnings per share within the first 12 months of closing. ZECUITY, which was approved by the U.S. Food and Drug Administration (FDA) in January 2013 for the acute treatment of migraine with or without aura in adults, is the first and only FDA-approved prescription migraine patch. ZECUITY is a disposable, single-use, battery-powered transdermal patch that actively delivers sumatriptan, the most widely prescribed migraine medication, through the skin. ZECUITY provides relief of both migraine headache pain and migraine-related nausea (MRN). ZECUITY was approved based upon an extensive development program with phase 3 trials that included 793 patients using nearly 10,000 ZECUITY patches. In these trials, ZECUITY demonstrated a favorable safety profile and was effective at relieving migraine headache pain and migraine-related nausea two hours after patch activation. "The acquisition of NuPathe enhances our branded pharmaceutical portfolio and is well aligned with our strategy of acquiring late-stage products for commercialization," said Rajiv De Silva, president and CEO of Endo. "We're excited about the opportunity to launch ZECUITY, a treatment that could be an option for millions of migraine patients, including those with migraine-related nausea. Following the close of the deal, we plan to launch ZECUITY in the first half of 2014 by leveraging our existing commercial expertise in pain and migraine management and the current infrastructure of our branded pharmaceuticals business overall." Armando Anido, chief executive officer of NuPathe, stated, "Our team has worked very hard to develop products that we believe will provide significant clinical advantages over current treatments for patient populations facing diseases of the central nervous system. We believe this acquisition by Endo will increase the potential for ZECUITY to make a meaningful difference for patients we have worked so hard to serve." Under the terms of the merger agreement, an affiliate of Endo will promptly commence a tender offer to acquire all of the outstanding shares of NuPathe's common stock for $2.85 per share in cash and the right to receive contingent cash consideration payments of up to $3.15 per share if specified net sales milestones for NuPathe's migraine treatment ZECUITY are achieved. The contingent cash consideration payments will not be publicly traded. The contingent cash consideration payments can be summarized as follows: $2.15 per share if net sales of ZECUITY exceed $100 million during any four-quarter period prior to the ninth anniversary of the first commercial sale of ZECUITY; and An additional $1.00 per share if net sales of ZECUITY exceed $300 million during any four-quarter period prior to the ninth anniversary of the first commercial sale of ZECUITY. The affiliate of Endo that consummates the tender offer will enter into a separate Contingent Cash Consideration Agreement with American Stock Transfer & Trust Company as Paying Agent to provide for the payment of the contingent cash consideration payments. The stockholders of NuPathe will be third party beneficiaries under this agreement. Pursuant to the terms of the Contingent Cash Consideration Agreement, Endo will guarantee the obligations of its affiliate to make the contingent cash consideration payments. Following the successful completion of the tender offer, Endo will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price and the obligation to make the same contingent cash consideration payments as was deliverable to those stockholders tendering their shares in the tender offer. The tender offer and withdrawal rights are expected to expire at 12:00 midnight, New York City time on the 20th business day after the launch of the tender offer, unless extended in accordance with the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission. The consummation of the tender offer is subject to various conditions, including a minimum tender of a majority of outstanding NuPathe shares on a fully diluted basis, the expiration or termination of any applicable waiting periods under applicable competition laws, and other customary conditions. The board of directors of NuPathe unanimously approved the transaction. The transaction is expected to be completed in early 2014. Link to comment Share on other sites More sharing options...
giofranchi Posted December 16, 2013 Author Share Posted December 16, 2013 Endo to Acquire Specialty Pharmaceutical Company NuPathe Monday, December 16, 2013 12:00:00 PM (GMT) Thank you, David! Sounds interesting. Gio Link to comment Share on other sites More sharing options...
giofranchi Posted January 2, 2014 Author Share Posted January 2, 2014 Endo Health falls as Cantor turns bearish • 9:50 AM - Endo Health Solutions (ENDP -2.7%) is lower in morning trading. - Cantor's Irina Rivkind has cut the shares to Sell from Hold. - "We have updated our DCF valuation to include only 2014-2020 cash flows, along with the new debt and cash expected post-Paladin deal," Rivkind notes, adding that "the company may be unable to make further significant SG&A cuts beyond 2014 unless it divests AMS, especially as it faces the launches of three new promotionally-sensitive products." - Price target cut to $43 from $54. Gio Link to comment Share on other sites More sharing options...
giofranchi Posted January 8, 2014 Author Share Posted January 8, 2014 Teva seeks to outbid Endo in battle for Nupathe - 7:31 AM •Teva (TEVA) has offered to buy Nupathe (PATH) for $3.65 a share, well above a bid of $2.85 from Endo Health Solutions (ENDP). •Teva would pay another $3.15 a share depending on sales of Nupathe's Zecuity treatment, the only FDA-approved prescription migraine patch. Endo also offered that amount in milestone payments. •Nupathe's board believes that Teva's offer "is reasonably expected to lead to a superior proposal" and will hold talks with the Israeli company, which is looking for new drugs to offset the upcoming Copaxone patent cliff. •NuPathe's shares closed at $3.23 yesterday, giving it a market cap of $101.2M Gio Link to comment Share on other sites More sharing options...
rogermunibond Posted January 8, 2014 Share Posted January 8, 2014 Weird since ENDP is trading up strongly. Nupathe hasn't determined if Teva deal is a superior offer, so Endo offer still stands. Does this mean Zecuity commercial prospects are stronger than the street expected? Link to comment Share on other sites More sharing options...
giofranchi Posted January 9, 2014 Author Share Posted January 9, 2014 Endo Health Solutions Inc. has added a news release to its Investor Relations website. Title: Endo Announces Divestiture Of HealthTronics Date(s): 9-Jan-2014 8:01 AM MALVERN, Pa., Jan. 9, 2014 /PRNewswire/ -- •Altaris Capital Partners to acquire HealthTronics for a total consideration of up to $130 million including $85 Million in cash upfront •HealthTronics is a national provider of urological products and services Endo Health Solutions (Nasdaq: ENDP) today announced it has entered into a definitive agreement to sell its HealthTronics business to Altaris Capital Partners, LLC for an upfront cash payment of $85 million, subject to cash and other working capital adjustments. In addition, Endo will receive rights to additional cash payments of up to $45 million based on the future operating performance of HealthTronics for a total consideration of up to $130 million. The company previously divested two operating divisions of HealthTronics, its image guided radiation therapy (IGRT) and its anatomical pathology laboratory businesses, for total consideration of approximately $25 million. "The divestiture of HealthTronics enables us to focus more sharply on achieving our objective of building Endo into a leading product-based specialty healthcare company," said Rajiv De Silva, president and CEO of Endo. "I am pleased that the agreement with Altaris will provide an opportunity for the employees of HealthTronics to join an organization that will focus on growing this leading provider of products and services to U.S.-based Urologists." Today's transaction and the earlier announced sale of HealthTronics' anatomical pathology business and IGRT business completes Endo's full divestiture of all HealthTronics businesses. The transaction is expected to close in the first quarter of 2014, subject to customary conditions, including the expiration or termination of any applicable waiting periods under applicable competition laws. Gio Link to comment Share on other sites More sharing options...
original mungerville Posted January 9, 2014 Share Posted January 9, 2014 So 1) is this CEO of Endo the real deal or 2) is the real deal the CEO of Valeant? Or 3) are they both the real deal? I think this is the question here with Endo. Any views/reasoning (ie how important was the new CEO of Endo to the success of Valeant)? Link to comment Share on other sites More sharing options...
giofranchi Posted January 9, 2014 Author Share Posted January 9, 2014 So 1) is this CEO of Endo the real deal or 2) is the real deal the CEO of Valeant? Or 3) are they both the real deal? I think this is the question here with Endo. Any views/reasoning (ie how important was the new CEO of Endo to the success of Valeant)? I think Mr. Pearson and Mr. De Silva are doing in the pharma industry what Mr. Dalton is doing in the mining industry: they have identified capital allocation flaws in their respective businesses and have come up with some kind of solution. Mr. Pearson and Mr. De Silva tried to solve the problem of too much capital wasted in unproductive R&D, while Mr. Dalton tried to solve the problem of too much capital wasted in exploration and in building a mine. They might not be geniuses, but they don't have to be... because are very good and reliable capital allocators. And, if I am to invest in a business, the very first requirement I want to see satisfied is that it be led by very good and reliable capital allocators. I want to keep company with them, and with them only. Gio Link to comment Share on other sites More sharing options...
original mungerville Posted January 9, 2014 Share Posted January 9, 2014 Gio, i don't disagree. Have you invested in Endo at these prices - its not that cheap on a p/e basis, but if they are going to do a bunch of acquisitions at reasonable prices and tax savings, etc seems could be profitable. But its not like the story is not well understood by the market already. Link to comment Share on other sites More sharing options...
giofranchi Posted January 10, 2014 Author Share Posted January 10, 2014 Gio, i don't disagree. Have you invested in Endo at these prices - its not that cheap on a p/e basis, but if they are going to do a bunch of acquisitions at reasonable prices and tax savings, etc seems could be profitable. But its not like the story is not well understood by the market already. No, I bought ENDP at $37 and never added more shares… Actually, I sold some. Of course, I am waiting for a correction, hoping there will be one in the near future… Well, just the day before yesterday ENDP was up 6% in a single day… doesn’t really look like the market has understood the story behind the company very well, does it?! It is the singer, not the song --The Rolling Stones Just like in music, in business too what really matters are the people. Henry Ford said: “As soon as I saw Mr. Rockefeller’s face, I knew what had made the Standard Oil Company”. Exactly. Don’t get me wrong: I know very well what Mr. Buffett says about the quality of a business and about the quality of management… But I am not talking about the quality of management, I am talking about the quality of owners… Those are two completely different things. My idea is simply that great business owners put themselves in the right businesses too. Precisely the same way Mr. Jagger chooses / writes the right song! :) The problem with compounders is not that the market has not understood “their stories”. The problem is the market simply has not the patience nor the discipline to stay with them. And it will never have! It is only in a 10 – 15 years timeframe that they are almost sure of outperforming, but the market looks out only to the next year, or to the next two years at the maximum! That’s why compounders, I mean companies that will be able to grow their net worth at high rates for many years into the future, probably will always be the most fertile soil for irrational pricing and valuation mistakes. And I think those with the patience and the discipline to stick with them will in time reap great rewards. Time is on my side --The Rolling Stones Gio Link to comment Share on other sites More sharing options...
Phaceliacapital Posted January 10, 2014 Share Posted January 10, 2014 Phaceliacapital suggested to start a thread about ENDP. So, I have taken a look at the company, and I think it is worthwhile to follow it. Shoulda when I coulda :( :D Link to comment Share on other sites More sharing options...
original mungerville Posted January 11, 2014 Share Posted January 11, 2014 Ya well it doesn't look cheap but then again its not that expensive now if earnings are going to triple in 3 years like Valeant... Link to comment Share on other sites More sharing options...
giofranchi Posted January 21, 2014 Author Share Posted January 21, 2014 NuPathe dumps Endo for Teva - 7:30 AM •NuPathe (PATH) has terminated its agreement to be bought by Endo Health Solutions (ENDP) and will instead recommend that shareholders approve Teva's (TEVA) offer of $3.65 a share, or approximately $144M. •Endo had bid $2.85. •Teva will pay another $3.15 a share depending on sales of Nupathe's Zecuity treatment, the only FDA-approved prescription migraine patch. Endo also offered that amount in milestone payments. "We believe that the agreement NuPathe has signed with Teva is positive news for NuPathe stockholders and as a result we accepted the termination fee and are now proceeding to withdraw our tender offer," said Rajiv De Silva, president and CEO of Endo. "We believe our offer represented fair value for NuPathe. We will remain disciplined in our approach to M&A and will look to deploy capital on other opportunities to create value for our shareholders." Gio Link to comment Share on other sites More sharing options...
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