|Onyx CEO Tony Coles|
When Amgen ($AMGN) and Onyx Pharmaceuticals ($ONXX) close their buyout deal later this year, CEO Tony Coles will walk away from the table with $57.5 million in cash on its way. And if Coles loses his job at the combined company, he'll get another $3.4 million in severance pay. Total potential increase in bank accounts? More than $62 million.
In fact, thanks to a company policy that immediately vests all options and stock units after a merger, Coles' entire executive team will have much deeper pockets after Amgen takes control. Like other Onyx investors, they will collect $125 per share for the shares they own. And their options and stock units will all be vested and converted to cash, according to their value at $125 per share.
So, according to deal documents filed with the Securities and Exchange Commission (SEC), Juergen Lasowski, EVP of corporate development and strategy, will make more than $27 million on the deal, thanks to the options and stock units he's accumulated over the years. CFO Matthew Fust stands to collect more than $20 million.
Meanwhile, Suzanne Shema, EVP and general counsel, holds shares, options and stock units worth more than $11 million, as does Chief Commercial Officer Helen Torley. Pablo Cagnoni, who heads up R&D, will see a smaller payout at around $3.8 million--but he just joined the company in March.
Those amounts will increase, naturally, if the executives are swept out the door because of the buyout. In Coles' case, severance pay would include $3.4 million in cash, or four times his base salary, plus a payment to cover his COBRA premiums, two years' worth of life insurance premiums, and one year of outplacement services. Lasowski, Fust, Shema, Torley and Cagnoni each get 26 months' worth of pay, plus COBRA and life insurance benefits for 18 months and outplacement services for a year. That would take Lasowski's package, for instance, past $30 million.
The SEC filing takes pains to say that no decisions about the Onyx executive team have yet been made. But If Coles and company are unsure of their fates, their employees are doubly so. All 800-odd staffers will learn whether they keep their jobs within 30 days after the deal's closing. Like their bosses, any employees who are forced out will see their stock awards and options vest immediately. Also like their bosses, their bonuses will be prorated. Unlike their bosses, however, they're up for only two months' worth of severance pay, plus additional pay for each year of employment at the company.
- read the SEC document
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