tag:blogger.com,1999:blog-4241416962008169508.post4046218656539716322..comments2024-03-29T06:40:19.495-04:00Comments on Just A Life Sciences Blog...: Merck/Schering-Plough Deal to be Enjoined? First Shareholders' Putative Class Action Filed Against Board; Schering-PloughUnknownnoreply@blogger.comBlogger10125tag:blogger.com,1999:blog-4241416962008169508.post-51764814752710477202009-03-16T22:14:00.000-04:002009-03-16T22:14:00.000-04:00Hey Anon -- Regarding Cecil Pickett:Certainly, str...Hey Anon -- Regarding Cecil Pickett:<BR/><BR/>Certainly, stranger things have happened, but it seems unlikely that he'd return to Sch-Merck.<BR/><BR/>Why? Well, this -- from the <A HREF="http://www.biogenidec.com/site/news-and-media.html?pr_id=../news/BiogenIDECPR_2008_47.htm" REL="nofollow">Biogen Idec press release</A>:<BR/><BR/>". . . .<I>Dr. Pickett will continue to head Research and Development until his successor is appointed. <B>He will remain on the Company’s Board of Directors after he steps down from his executive position</B></I>. . . ."<BR/><BR/>Now, true enough, he could also simply resign from the Biogen Idec board of directors, upon returning to Sch-Merck -- but why wouldn't he do both NOW, if that was where he was headed anyway?<BR/><BR/>To my eye -- the flavor of the press release sounds like he may have beeen pushed -- not that he jumped.<BR/><BR/>But as I say -- stranger things happen everyday in the halls of Kenilworth [and now, Whitehouse Station].<BR/><BR/>Thanks -- great gossip fodder!Anonymousnoreply@blogger.comtag:blogger.com,1999:blog-4241416962008169508.post-20030872409117811432009-03-16T21:43:00.000-04:002009-03-16T21:43:00.000-04:00Koestler replaced Cecil Pickett.Koestler then repl...Koestler replaced Cecil Pickett.<BR/><BR/>Koestler then replaced Strader (now with Merck) with Kola (ex Pharmacia - Hassan - then Merck Rahway).<BR/><BR/>Strader knows Kenilworth inside and out.<BR/><BR/>Interesting that Cecil Pickett resigned from Biogen-Idec last week. Is Pickett coming back to Kenilworth with Strader at his side? Who knows.Anonymousnoreply@blogger.comtag:blogger.com,1999:blog-4241416962008169508.post-46195618318268855872009-03-16T14:16:00.000-04:002009-03-16T14:16:00.000-04:00Makes me wonder if the entire asenapine review del...Makes me wonder if the entire asenapine review delay and complete response filing was simply a means to forestall a nonapproval letter and bump up the perceived value of SP prior to a sell out.<BR/><BR/>SalmonAnonymousnoreply@blogger.comtag:blogger.com,1999:blog-4241416962008169508.post-13339816413804740302009-03-15T21:20:00.000-04:002009-03-15T21:20:00.000-04:00It does look a fair bit like the Lear case (Carl I...It does look a fair bit like the <I><B>Lear</B></I> case (Carl Icahn was the suitor; court applied Delaware law):<BR/><BR/>". . . .<I>In early 2007, Carl Icahn suggested to Lear's CEO that a going private transaction might be in Lear's best interest. After a week of discussions, Lear's CEO told the rest of the board. The board formed a Special Committee, which authorized the CEO to negotiate merger terms with Icahn.<BR/><BR/>During those negotiations, Icahn only moved modestly from his initial offering price of $35 per share, going to $36 per share. [Ed. Note: Will the Merck offer look the same, when the facts are revealed?] He indicated that if the board desired to conduct a pre-signing auction, it was free to do that, but he would pull his offer. But Icahn made it clear that he would allow the company to freely shop his bid after signing, during a so-called go-shop period, but only so long as he received a termination fee of approximately 3%. <BR/><BR/>The board did the deal on those terms. . . .<BR/><BR/>But the proxy statement does not disclose that shortly before Icahn expressed an interest in making a going private offer, the CEO had asked the Lear board to change his employment arrangements to allow him to cash in his retirement benefits while continuing to run the company. The board was willing to do that, and even engaged a compensation consultant to generate potential options, but the consultant advised that accommodations of the type the CEO desired might draw fire from institutional investors, a factor that deterred the CEO from immediately accepting any renegotiation of his retirement benefits.<BR/><BR/>Because the CEO might rationally have expected a going private transaction to provide him with a unique means to achieve his personal objectives [Ed Note: Sound like Fred?], and because the merger with Icahn in fact secured for the CEO the joint benefits of immediate liquidity and continued employment that he sought just before negotiating that merger, the Lear stockholders are entitled to know that the CEO harbored material economic motivations that differed from their own [Ed. Note: Like Fred?] that could have influenced his negotiating posture with Icahn. Given that the Special Committee delegated to the CEO the sole authority to conduct the merger negotiations, this concern is magnified. [Ed. Note: Will this turn out to be the case, in the Merck deal -- was CEO Hassan the deal's LEAD negotiator?] As such, an injunction will issue preventing the vote on the merger vote until such time as the Lear shareholders are apprised of the CEO's overtures to the board concerning his retirement benefits</I>. . . ."<BR/><BR/>In re Lear Corporation Shareholder Litigation,926 A.2d 94 (Del. Ch. Ct. 2007)Anonymousnoreply@blogger.comtag:blogger.com,1999:blog-4241416962008169508.post-41054423869343139632009-03-15T13:38:00.000-04:002009-03-15T13:38:00.000-04:00I usually hate class action suits, but this one sp...I usually hate class action suits, but this one spells out the issues perfectly. The board sold the stockholders down the river.Anonymousnoreply@blogger.comtag:blogger.com,1999:blog-4241416962008169508.post-47353594474124960282009-03-15T10:27:00.000-04:002009-03-15T10:27:00.000-04:00My bets? (a) is toast (moved out of his current po...My bets? (a) is toast (moved out of his current position) -- but not let go entirely, because he clearly must know "<I>where the bodies are buried</I>" on ENHANCE, so he'll be given another role at the new Schmerck; <BR/><BR/>(b) Yes. And, Dr. K will walk away with his 250,000 (October 2008 grant) of shares vested, due to change of control. Interesting problem with JNJ's reversion, that.<BR/><BR/>(c) Absolutely! <I>C'est parfait</I>!<BR/><BR/>Thanks, Anon.!<BR/><BR/>Do stop back!condorhttps://www.blogger.com/profile/11014613306197942748noreply@blogger.comtag:blogger.com,1999:blog-4241416962008169508.post-64176066450826916482009-03-15T10:18:00.000-04:002009-03-15T10:18:00.000-04:00Here you go, Oh, Denizens of Kenilworth!Cheers!Here you go, Oh, <A HREF="http://shearlingsplowed.blogspot.com/2009/03/what-all-that-whistling-in-halls-of.html" REL="nofollow">Denizens of Kenilworth</A>!<BR/><BR/>Cheers!Anonymousnoreply@blogger.comtag:blogger.com,1999:blog-4241416962008169508.post-21597419410235344252009-03-15T10:17:00.000-04:002009-03-15T10:17:00.000-04:00I wonder if the new management will: a) keep Veltr...I wonder if the new management will: <BR/><BR/>a) keep Veltri<BR/><BR/>b) replace Koestler with Strader (remember, she was displaced by Tom)<BR/><BR/>c) still sell that French sea-waterAnonymousnoreply@blogger.comtag:blogger.com,1999:blog-4241416962008169508.post-72457183696011208412009-03-15T09:43:00.000-04:002009-03-15T09:43:00.000-04:00Excellent -- I'll mock one up,and you may download...Excellent -- I'll mock one up,<BR/>and you may download it -- to use anyway you'd like.<BR/><BR/>One Sch-Mirck, comin' up.<BR/><BR/>See above -- in about 15 minutes!Anonymousnoreply@blogger.comtag:blogger.com,1999:blog-4241416962008169508.post-42322739089106294772009-03-15T02:18:00.000-04:002009-03-15T02:18:00.000-04:00With all due respect to great creativity,colors an...With all due respect to great creativity,colors and double entendre, those of us to whom this company and fine management is near and dear are calling it, SchMirck! (Same meaning intended.)Anonymousnoreply@blogger.com