Now that Actavis' ($ACT) $66 billion Allergan ($AGN) buy--and the bitter takeover war between Allergan and Valeant ($VRX) that preceded it--are in the books, there's much to reflect on. And a lot of lingering questions about how the saga will impact dealmaking moving forward, too.
The M&A world pondered some of those questions--and what could have been had the tale unfolded differently--at last week's Tulane Corporate Law Institute, The Wall Street Journal reports. One conversation piece? Whether the shareholder referendum--secretly referred to as the "shamarendum" by Allergan's advisers--would ultimately have flown with the SEC.
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| Mary Jo White |
SEC chairwoman and confab keynote speaker Mary Jo White wouldn't say whether the securities regulator would have allowed the shareholder vote--meant to pressure Allergan's directors into negotiating with hostile pursuer Valeant. But she did tell the paper that, had the agency allowed the Canadian pharma and its activist partner Pershing Square gather informal shareholder support, that "could give the disputed materials a form of official imprimatur."
Then there's the issue of corporate bylaws--and how far they can go in dodging unwanted takeover bids. Allergan's, chock full of requirements for anyone in search of a seat on the company's board, angered Pershing Square leader Bill Ackman--and prompted a Delaware judge to describe them as "horse choker" bylaws--the Journal notes. But they were essential in sealing Actavis' white knight deal, which came several months after Valeant first took its intentions public.
"Time was a huge ally for us," Latham & Watkins partner Paul Tosetti, who advised Allergan, told the WSJ. "The fact that we were able to take those eight months and go out and find the deal with Actavis … validated the defense we'd put in place."
And then, of course, there's the unknown that's made potential takeover targets wary: Will other buyers follow Valeant and Pershing Square's lead, teaming up for a one-two punch?
While some think pending litigation against the pair could dissuade such wannabes, Vincent Intrieri--a former top deputy for famed corporate raider Carl Icahn--said his firm took a hard look at the setup and could consider a similar partnership of its own one day.
At the end of the day though, there's one thing those who rode the Allergan rollercoaster last year can agree on: It was fun while it lasted.
"We all knew that this fight was special--very large in import, dollars and personalities," public relations specialist Joele Frank told the newspaper. "We all miss the action."
- read the WSJ story (sub. req.)
Special Report: Pharma's top 10 M&A deals of 2014 - Actavis/Allergan