Tag Archives: Mergers

Here’s the Lowdown on Big Pharma’s Mega-Merger Mania, by Adam O’Dell

From Adam O’Dell at davidstockmanscontracorner.com:

Last spring, I found myself at a wedding talking to my cousin about “poison pills.”

Not the Romeo and Juliet kind. The shareholder rights plans – known as “poison pills” – that corporations use to discourage hostile takeovers.

I hadn’t seen this cousin in years. But the first words out of her mouth were literally:

“Adam! You’re an investments guy… have you heard anything about [pharmaceutical company] trying to buy [another pharmaceutical company]!?”

My cousin’s interest in mergers and acquisitions (M&A) rumors had nothing to do with investments. She’s a worrywart… and whispers of a corporate takeover had her anxious about losing her job as a drug rep – hence, her googling of “poison pill” and a slew of other terms that were being tossed around her company’s cafeteria.

Indeed, big pharma’s mega-merger mania has grown to the point where Main Street Americans are talking about it.

As they should be – because the increasingly concentrated control of the health care sector, by a small handful of corporate juggernauts, will no doubt have an impact on both the quality and cost of care.

The latest health care deal to make a splash is Pfizer’s (NYSE: PFE) purchase of Allergan (NYSE: AGN). Announced on Monday, the merger is reportedly worth $160 billion – making it the largest deal in the health care sector’s history.

It’s also the biggest “tax inversion” deal on record.

That’s right… the United States’ largest drug-maker has effectively purchased a Dublin, Ireland postal code – giving it access to tax rates well below the 35% cut Uncle Sam takes from U.S.-domiciled companies.

And get this…

Before Pfizer bought Allergan (cough: for its tax-advantaged postal code)… another U.S-based company, Actavis, had bought Allergan for the same reason in late 2014!

So-called “tax inversion” deals – whereby a U.S. corporation buys a foreign one, aiming to lower its tax bill – have been increasingly popular in recent years. Corporate executives, Pfizer’s included, cite the U.S. corporate tax rate as being an unfair headwind, crippling the competitiveness of U.S. corporations on the global economic stage.

And since lobbyists haven’t had much luck changing the tax code, U.S. corporations are simply moving overseas to gain access to cheaper rates.

While these loop-hole moves are legal, the Treasury Department frowns upon them – understandably ­– and has been writing tougher rules aimed at blocking more of them.

But the problem I see goes beyond these tax inversion deals. Merger and acquisitions are happening all across the health care sector – at a record pace and in record amounts.

To continue reading: Here’s the Lowdown on Big Pharma’s Mega-Merger Mania

Last Two Times This Happened, Stocks Crashed, by Wolf Richter

Corporate mergers and acqusition hit an all time record in May, $243 billion. The prior two record months, May of 2007 and January of 2000 preceded notable stock market crashes. Executives are availing themselves of cheap debt, hoping to buy growth they cannot, in a low-return world, generate internally. The hoped-for increased profitability comes from costs cuts and supposed “synergies.” From Wolf Richter, at wolfstreet.com:

Global growth is languishing, corporate revenues too, but CEOs are trying to show they can grow their companies the quick and easy way. Cheap debt is sloshing through the system while yield-hungry investors offer their first-born to earn 5%. And this cheap debt along with vertigo-inducing stock valuations have created the largest M&A boom the US has ever seen, with May setting an all-time record.

There may be a sense of desperation among CEOs as the Fed’s cacophony evokes interest rate increases, the first since July 2006. So companies are issuing all kinds of cheap debt while they still can. Bond issuance has totaled over $100 billion per month in the US for the past four months, the longest such streak ever, according to Bank of America Merrill Lynch.

And that record issuance doesn’t account for the booming “reverse Yankee issuance,” where US corporations take advantage of the negative-yield absurdity Draghi has concocted in Europe and issue euro-denominated bonds into European markets.

Issuers should realize that the window to lock in low long-term yields for any purpose is closing,” Hans Mikkelsen, a senior strategist at BofA, wrote in a note, according to the Financial Times. And so in May, M&A deals hit an all-time record of $243 billion.

The prior two record months: May 2007 ($226 billion) and January 2000 ($213 billion). Not long after those records were set, markets crashed with spectacular results.

May included Charter’s $90-billion acquisition of Time Warner Cable and Bright House. Charter will issue around $30 billion in junk-rated debt to accomplish this, likely the second largest junk-debt deal ever, behind that of TXU in October 2007, which is now in bankruptcy [Junk-Debt Apocalypse Later].

May also includes Avago’s $37-billion acquisition of Broadcom, the largest tech deal since the dotcom bubble blew up.

This pressure to buy drives up prices and premiums. And the “synergies” needed to make these deals work even on paper will be harder and harder to come by. “Synergies” is corporate speak for cost-cutting, so mass layoffs, which will be announced with fanfare to push the shares higher. For these companies, it seems the only way to grow revenues is to acquire other companies, and the only way to grow profits is to cut costs. It’s not productive, hurts the economy, and mucks up the future of the company. But what the heck, it looks good on paper.

http://wolfstreet.com/2015/06/02/last-two-times-this-happened-stocks-crashed-record-m-a-boom-share-buyback-boom/

To continue reading: Last Two Time This Happened, Stocks Crashed