Activist Starboard ends BMS proxy war after advisories back Celgene deal

BMS | April 01, 2019

Apparently, positive word from influential proxy advisory firms was enough to put the nail in the coffin on Starboard Value's campaign to scuttle the mammoth Bristol-Myers Squibb-Celgene merger. Friday, the rebel investor said it would stop soliciting BMS shareholders to vote against the tie-up—and it blamed Institutional Shareholder Services (ISS) and Glass Lewis, who came out earlier in the day in support of the deal, for thwarting its campaign. "We are extremely disappointed by the conclusions reached by the proxy voting advisory firms,” it said in a statement, adding that “despite the substantial swell of support against this transaction, it is extremely difficult for shareholders to prevail without a supportive recommendation from ISS and Glass Lewis to vote against." The concession ends a battle between Starboard and Bristol that began earlier this year when Starboard nabbed a stake in the New Jersey drugmaker in response to the Celgene agreement. Starboard went on to argue that picking up Celgene, with its Revlimid patent uncertainties, was a risky move, and that BMS had better options for creating value.

Spotlight

The current pool of existing molecules potentially re-positioned, re-formulated or combined with new technological platforms and services might offer therapeutic alternatives and opportunities for patients and healthcare systems. Even if this concept has been known for many years, no common terminology has been agreed for these products and their full potential value is not always recognized and rewarded, creating a disincentive for further development.

Spotlight

The current pool of existing molecules potentially re-positioned, re-formulated or combined with new technological platforms and services might offer therapeutic alternatives and opportunities for patients and healthcare systems. Even if this concept has been known for many years, no common terminology has been agreed for these products and their full potential value is not always recognized and rewarded, creating a disincentive for further development.

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PHARMA TECH

WARBURG PINCUS ANNOUNCES ACQUISITION OF PHARMA INTELLIGENCE FROM INFORMA

Warburg Pincus | February 11, 2022

Warburg Pincus, a leading global growth investor, tannounced the acquisition of Pharma Intelligence, a leading provider of specialist intelligence, data, and software for clinical trials, drug development, and regulatory compliance, from Informa PLC the international B2B markets knowledge services and business intelligence group. Mubadala Investment Company, the Abu Dhabi based investment company, joins Warburg Pincus in the investment. The investors plan to extend the company's leading position in the pharmaceutical data and analytics market, investing in the creation of innovative products for its customers. Informa will retain 15% ownership in the company. Pharma Intelligence is a leading operator in the $22 billion global pharma and life sciences analytics markets. The company holds the leading position in the clinical trial intelligence space, providing insights on patient enrollment and demographics, trial progress, individual trial sites and investigators for more than 375,000 clinical trials across 180 countries. The company's solutions are used by 3,000 pharmaceutical companies and CROs in their clinical trial design, commercial strategy, and regulatory compliance processes to maximize the likelihood of success of introducing products to market. The acquisition includes Informa's full portfolio of specialist brands which includes the Citeline suite of products, Trialtrove, Sitetrove, Pharmaprojects and Citeline branded products, as well as Biomedtracker, Clinerion, Datamonitor Healthcare, Pink Sheet, Scrip, Skipta, and TrialScope. "We received significant interest in the Pharma Intelligence business. We are delighted to partner with Warburg Pincus and share their view on its future growth potential, hence, we welcomed an agreement that represented value today and growth and value tomorrow.'' Stephen A. Carter, Group Chief Executive, Informa PLC Adarsh Sarma, co-head of Europe and Chandler Reedy, Head of Strategic Investments at Warburg Pincus said ''Pharma Intelligence is an increasingly important company with tremendous growth potential. We believe that demand for its services will increase as the world becomes more data driven and focused on using predictive analytics to solve health issues and major diseases. As one of the world's largest investors in pharma, health tech and b2b information services, Warburg Pincus is uniquely placed to help the company achieve its growth potential. We look forward to continuing to work closely with Informa as we invest in and grow the company, building on the great work undertaken already.'' Jay Nadler, Senior Adviser to Warburg Pincus said ''Pharma Intelligence's services are of vital importance to the pharma, biotech, and healthcare community. It's a fast-growing company with outstanding products and people, and a commitment to best-in-class service with deep expertise in sectors that Warburg Pincus understands extremely well. We look forward to partnering with the company's employees and customers, working together to drive innovation to introduce more efficiency into the drug development lifecycle.'' David Reis and Amr Kronfol, Managing Directors at Warburg Pincus said "As a leading growth investor, the potential for innovation and growth are central to our investment approach and this applies to our strategy for Pharma Intelligence. We will increase focus and investment for innovation and product development to address important customer needs, working in partnership with Informa, Jay Nadler, and the Pharma Intelligence team.'' Warburg Pincus has a strong record of investing in innovative healthcare technology companies, including Aetion, Insilico, GHX, Experity, Nuance Communications, and Modernizing Medicine. Notable investments in information services include, Accelya, Interactive Data Corporation, Fortius, Gordian and MLM Information Services. Warburg Pincus has also undertaken several successful recent carve-outs, including Constructionline / Fortius from Capita and 1&1 Internet from United Internet.

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BUSINESS INSIGHTS

EyePoint Pharmaceuticals announced a debt refinancing with Silicon Valley Bank for $45 million in credit facilities

EyePoint Pharmaceuticals, Inc. | March 10, 2022

A pharmaceutical company, EyePoint Pharmaceuticals, Inc.dedicated to developing and commercializing therapeutics to help improve the lives of patients with serious eye disorders, announced that it has entered into a loan agreement with Silicon Valley Bank to replace its existing credit facility with CRG Servicing LLC for senior secured credit facilities for $45 million (CRG). A $30 million term loan facility and an asset-based revolving credit facility of up to $15 million will be used to replace the existing approximately $40.5 million in liabilities under the previous CRG credit facility, according to the provisions of the new deal. The new facility represents a considerable improvement in economics, lowering the loan interest rate from 12.5 percent to a blended rate of around 5%, saving an estimated $2.8 million in annualized interest. The Silicon Valley Bank agreement stipulates the following: • A $30 million term loan facility with an interest rate equal to the higher of I the Wall Street Journal prime rate plus 2.25 percent or (ii) 5.50 percent. For the first two years of the term loan facility, just interest payments will be required; and • A $15 million asset-based revolving credit facility pays interest at the Wall Street Journal prime rate. The revolving credit facility's availability will be constrained by a borrowing base value of the Company's accounts receivable. “We are very pleased to enter into the new loan agreement with Silicon Valley Bank and replace our existing credit facility with improved economic terms. After strong execution in 2021, we ended the year with over $210 million of cash and investments, positioning EyePoint for these new credit facilities and further improving our balance sheet. We are grateful for the support of our partners at CRG, and we look forward to continued execution of our plan to meet near-term milestones and drive shareholder value.” George O. Elston, Chief Financial Officer of EyePoint Pharmaceuticals "We are delighted to support EyePoint in their pursuit of helping patients with serious eye disorders facing significant unmet need,” said Lauren Cole, Head of East Coast Biotech Credit Solutions at Silicon Valley Bank. “Their pipeline candidate, EYP-1901, a potential six-month intravitreal treatment targeting wet age-related macular degeneration, is a great example of what their proprietary Durasert® technology may accomplish." The terms of the new credit facility with Silicon Valley Bank will be disclosed in the Company's Annual Report on Form 10-K, which is scheduled to be filed with the Securities and Exchange Commission on or before March 11, 2022. The Company has $211.6 million in cash and investments as of December 31, 2021, including over $230 million from two successful follow-on equity offerings in 2021.

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BUSINESS INSIGHTS

INNOTECH and OSARO Collaborate to Build a Demonstration AI Picking Robot System for Rohto Pharmaceutical’s Next-generation Smart Factory

INNOTECH and OSARO | January 12, 2022

OSARO Inc. a global leader in the development and provision of advanced robotics automation, and INNOTECH CORPORATION, which provides advanced products for electronics and consumer industries, have announced a collaboration to create an innovative demonstration for Rohto Pharmaceutical Co., Ltd. using AI piece-picking robots. The two companies are jointly providing picking robots and jointly building a system for their introduction into a new factory production line, scheduled for completion in 2022. OSARO will take the lead in providing AI software to improve the efficiency of robot operations, and INNOTECH will provide support from demonstration testing to integration of the AI software. By automating the picking of bottle products, one of the most labor-intensive tasks in the production process, with robots, the collaboration aims to reduce the workload and improve productivity at the Rohto factory. Rohto produces OTC medicines, beauty products and supplements. In the eye care category, sales of OTC eye drops account for more than 40 percent of the Japanese market. “We are honored to have OSARO's picking technology recognized by the next-generation smart factory of Rohto Pharmaceutical Co. We believe that the ability to integrate with existing equipment is a great advantage to create a new model case for Japan’s future factories and warehouses.” OSARO CEO Derik Pridmore Yosuke Kaburaki, Director, INNOTECH CORPORATION stated: “We have been conducting basic experiments with Rohto Pharmaceutical using robots that incorporate OSARO's AI software. In the future, INNOTECH will continue to speed up the integration of OSARO's software technology into Rohto's production process to make it more effective and efficient.” About INNOTECH CORPORATION Yokohama City, Kanagawa Prefecture, Japan INNOTECH provides comprehensive technology and support solutions for customer product development and manufacturing. Since 2000, INNOTECH has engaged in the business of internally developed products, leveraging its technical knowledge, strengthened by its existing and expanding business relationships. Today, INNOTECH continues to evolve as a total solution company, with hardware, software, consulting and support offerings for customers’ design, development, and mass production activities, leading up to the introduction of their final products. About OSARO, San Francisco, CA, USA OSARO designs and deploys robotics automation solutions in the materials handling industry using software-defined robotics. OSARO automation systems bring together advanced machine learning for object recognition with powerful control software that adapts to customer data and environments. The company’s robotic piece-picking solution is optimized for grocery, cosmetic, and e-commerce markets, where key challenges include high SKU inventories, complex packaging, and fragile items requiring delicate handling. OSARO Solutions have been validated by the world’s leading retailers, system integrators, and third-party logistic companies.

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