Friday, July 31, 2009

BREAKING: Schering-Plough Just Disclosed the Full "Merial-Sanofi-Intervet Call" Agreement

It was just uploaded to the SEC, via a prospectus-supplement exhibit.

This is a complicated deal. I'll have more, after I digest it:

. . . .Subject to and upon the terms and conditions described in this Agreement, Schering-Plough offers herein to Sanofi-Aventis an option, and Sanofi-Aventis accepts such option (without undertaking to exercise it), to, following the completion of the Merger and the acquisition by Sanofi-Aventis of the Merial Equity Interests pursuant to the Share Purchase Agreement, cause the I/SP Entities, which would, at the Closing, collectively conduct all of the I/SP Business, to be combined with Merial (by way of contribution) upon the terms and conditions described in this Agreement, as a result of which Sanofi-Aventis and Schering-Plough would each, directly or indirectly, hold 50% of the equity interests in such combined company. . . .

And here is the main share purchase agreement, just filed, as well. I'll offer analysis, after I read it -- in the morning -- tomorrow. Done -- see above:

1 comment:

Anonymous said...

Update on asenapine.

The background package shows the reviewer asked that the metabolites be properly identified and tested for phen-fen like pharmacology (agonism at the 5HT2B receptor).

The reviewer then disappears and someone else claims the metabolites were adequately identified when they weren't. It also looks like FDA management refused to even look into the receptor binding of the metabolites and they only talk about the effects of asenapine itself at receptors.

Even a screen of the most important metabolites should have only taken a few days. Identifying and testing all the metabolites could have been done during the past year.

Something similar happened with Phen-Fen. They had tested the metabolites internally and knew it was the metabolites that were toxic but didn't report the results to the FDA.

Looks like very suspicious to me.