May 16, 2024

DealBook: Roche Bids $5.7 Billion for Illumina

11:23 p.m. | Updated

Roche Holding made a $5.7 billion hostile bid late on Tuesday for Illumina, a provider of genetic analysis services, going directly to the company’s shareholders after months of failed efforts to begin deal talks.

The Swiss drug maker said that it would pay $44.50 a share in cash through a tender offer. That represents an 18 percent premium to Illumina’s closing share price on Tuesday. It’s also 63 percent higher than Illumina’s closing price on Dec. 21, when Roche said market rumors about a potential offer began to arise.

But Roche said that it has been stymied by Illumina’s unwillingness to enter deal talks. Roche had sought to begin negotiations about six to eight weeks ago, according to a person briefed on the matter who was not authorized to discuss the private negotiations.

Roche said that it planned to nominate director candidates and other corporate governance proposals that could give it control of Illumina’s board. But Roche added that it would prefer to strike a consensual deal. (In 2008, the company pursued an initially hostile bid for Ventana Medical Systems, before winning over the diagnostics company with a $3.4 billion offer.)

Severin Schwan, Roche’s chief executive, said in a statement: “Roche’s all-cash offer of $44.50 per share represents full and fair value for Illumina and we expect that Illumina’s shareholders will welcome the opportunity to sell their shares at a significant premium to current market prices.”

Jay T. Flatley, the chief executive of Illumina, declined to comment on Roche’s offer. “Obviously we just got it, and it has to be evaluated by our board of directors,” he said in a brief telephone conversation Tuesday night.

By buying Illumina, Roche is hoping to bolster its diagnostics business by adding one of the biggest players in genetic sequencing, a field that has gained prominence over the past decade. Illumina is the leading vendor of the current generation of high-speed DNA sequencing machines, with over half of that market.

Sequencing has been used until now mainly for research projects aimed at understanding genomes. But as the cost of sequencing plummets, it is beginning to be used for medical diagnosis. Cancer centers, for instance, are starting to sequence numerous genes in patients’ tumors to help select the most effective drugs. In a few cases, mysterious diseases in infants have been diagnosed by sequencing their genomes.

That means that sequencing is becoming an increasingly important part of the diagnostics business, one of Roche’s mainstays. Roche acquired another sequencing company, 454 Life Sciences, several years ago but those machines have a small market share compared to Illumina’s.

Still, Roche would be buying Illumina at a time its business faces threats from new competition.

One rival, Life Technologies, is making gains with inexpensive sequencers that can do some simple jobs in less than a day. And while Ion Torrent’s machines lack the capacity of Illumina’s, they are far less expensive, starting at around $50,000 compared to about $700,000 for Illumina’s main product, the HiSeq 2000. Illumina has countered with a smaller cheaper machine called the MiSeq.

Other technologies are in development that could sharply lower sequencing costs. Sequencing an individual’s entire genome now runs to only a few thousand dollars. That figure is rapidly heading toward $1,000, a level that would make whole genome sequencing practical for many medical uses.

Meanwhile, there are concerns that federal budget problems will lead to decreased spending by the National Institutes of Health and other government agencies on DNA sequencing projects. Those concerns have contributed to a decline in the stock prices of Illumina and some other DNA sequencing companies.

Illumina’s shares have dropped nearly 46 percent over the last 12 months, giving it a market value of $4.6 billion.

Roche plans to pay for the deal with a combination of cash on hand and new debt. The company said its offer was not conditioned on financing.

Roche is being advised by Greenhill Company, Citigroup and the law firm Davis Polk Wardwell.

Article source: http://feeds.nytimes.com/click.phdo?i=c36b6a1fe1936555817755b70a1fdf29

DealBook: U.S. Debt? Bain Might Leverage It

Mitt Romney campaigning in Hudson, N.H., on Jan. 9. He has criticized high levels of federal debt, but private equity firms able to borrow at current low rates would almost certainly be taking advantage.Jim Wilson/The New York TimesMitt Romney campaigning in Hudson, N.H., on Jan. 9. He has criticized high levels of federal debt, but private equity firms able to borrow at current low rates would almost certainly be taking advantage.

Imagine how Mitt Romney would campaign if he actually ran as a private equity executive, dangerous though that may be in this era of the Tea Party and Occupy Wall Street.

Aggressively attacked by a super PAC supporting Newt Gingrich, Mr. Romney stands accused of being a rapacious capitalist intent on destroying jobs for personal gain. Mr. Romney has responded: Au contraire! He argues that his work at Bain Capital, one of the earliest and most successful private equity firms, created jobs by making companies more efficient and successful.

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Many people on Wall Street are befuddled. After all, a private equity firm creating jobs is like Adam Sandler winning an Academy Award — it would be nice if it happened, but it sure wasn’t the goal.

The goal, of course, is high returns.

If Mr. Romney were really running as a private equity executive, how would he view what his campaign regards as one of the nation’s most pressing issues, the national debt?

Right at the top of his campaign’s home page, Mr. Romney proclaims, “We have a moral responsibility not to spend more than we take in.” The United States’ debt is such a problem, it’s like an addiction: “The first step toward recovery is admitting we have a problem and refusing to allow any more irresponsible borrowing,” his site says.

It’s almost as if Mr. Romney never worked in — what’s that other phrase for private equity? — oh yes, a leveraged buyout firm. Leverage as in debt, debt and more debt. Debt amplifies the returns of L.B.O. firms. Indeed, they often saddle companies with extra debt precisely so that their investors can cash out faster, a technique Bain deployed under Mr. Romney’s watch.

L.B.O. firms certainly never think of debt as immoral. When the borrowing is good, private equity is going to grab the money. When Mr. Romney rails against debt, he is running away from his entire career in business.

So what about the federal government? The 10-year Treasury bond rate is 1.87 percent. Since inflation is higher than that, real rates are actually below zero, meaning that a lender to the United States government will get back less money in 10 years than it started with.

That’s right: When the government borrows, its lenders actually lose money. Yet foreigners and Americans, institutions and individuals alike are extraordinarily willing to shovel money at the United States government right now.

Are there private equity executives anywhere in the world who would counsel their companies not to borrow at such extremely low rates? I haven’t had the privilege of meeting one. Their mantra is, borrow now, for tomorrow the Mayans might turn out to be right. Few indeed are the companies that could borrow that cheaply and not make some kind of return on essentially free money.

“If debt is available to you historically cheaply, it almost always makes sense to take it,” said Shivan Govindan, a private equity executive for the Resource Financial Institutions Group. “Your capital strategy isn’t something ideological. You are going to optimize it for the best mix.”

So, by the logic of private equity, the United States government should borrow much more right now.

But what about the unsustainability of our debt? If a company has out-of-control costs and is spiraling toward default, it should not borrow more. True, but no company that is truly headed toward imminent default can borrow as cheaply as the American government.

If the United States government is headed toward bankruptcy, lenders are surely not acting that way. Maybe those people are making a good decision; maybe they are deluded. It doesn’t matter to the borrower.

Of course, an issue for the United States, as for a company, is whether it could put the money to good use.

“Surely, government investments would have a real return in a 10-year period higher than zero, even with waste and corruption,” said Paul L. Kasriel, an economist for Northern Trust. “This means that these investments will boost future real G.D.P. growth, which will boost future tax revenues to service the increased debt.”

There will be bridges and roads that we must fix over the next decade. We could put more young people in college, improve elementary school education, train veterans so they can find good jobs or finance exploration of alternative fuels. People will quibble — or maybe, in our polarized culture, fight tooth and nail — over the choices, but most could think of something that would be a good investment.

On a deeper level, the debate over private equity raises questions about using the metaphor of America as a business. That kind of thinking can reduce society to the sum of its revenues and profits, ignoring that much of what we do to provide for the common defense and promote the general welfare cannot or should not be measured, especially in economic terms. We take care of our elderly because it is the right thing to do, not because we expect a return on investment. Shouldn’t society promote and protect freedom and human rights? Even when there are times when doing so may be expensive or uneconomical?

There are moral issues that confront our country. Debt isn’t one of them.


Jesse Eisinger is a reporter for ProPublica, an independent, nonprofit newsroom that produces investigative journalism in the public interest. Email: jesse@propublica.org. Follow him on Twitter (@Eisingerj).

Article source: http://feeds.nytimes.com/click.phdo?i=967a0d78b048b9b04587f0e9551074cb

DealBook: Yahoo Co-founder Jerry Yang Resigns From Board

Yahoo announced on Tuesday that Jerry Yang, a co-founder and board member, had stepped down from the board effective immediately. He has also resigned from the boards of Yahoo Japan and the Alibaba Group.

Yahoo, which recently appointed a new chief executive, did not fully explain Mr. Yang’s abrupt departure, but the board has wrestled with several issues in recent months, including a possible sale of its Asian assets and the company’s strategic direction. In a letter to Yahoo’s chairman, Roy Bostock, disclosed on Tuesday, Mr. Yang wrote: “The time has come for me to pursue other interests outside of Yahoo.” He also expressed his confidence in the new chief, Scott Thompson, and the rest of the management team.

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Shares of Yahoo jumped more than 4 percent in after-hours trading to more than $16 a share, immediately following the announcement.

“Jerry Yang is a visionary and a pioneer, who has contributed enormously to Yahoo! during his many years of service,” Mr. Bostock, said in a statement. “And while I and the entire Board respect his decision, we will miss his remarkable perspective, vision and wise counsel.”

Mr. Yang, who co-founded the Internet company in 1995 with David Filo, has been a polarizing figure in Silicon Valley — and in Yahoo’s board room. During his brief tenure as its chief executive, from 2007 to 2009, he spurned a takeover offer from Microsoft worth $47.5 billion. Since that bid, made in 2008, Yahoo’s stock has tumbled as it struggled to innovate against competitors like Google and Facebook. The company is now worth $19.1 billion, based on Tuesday’s closing price.

TPG Capital is exploring working with Jerry Yang, Yahoo's co-founder, on making a minority investment in the company.Daniel Barry/European Pressphoto Agency Jerry Yang

It has been a tumultuous four months since Yahoo ousted Carol Bartz, its former chief executive, in September.

Since then, the company has muddled through a lengthy review of its strategic options and its broader identity. Yahoo, which still attracts significant traffic on the Web, was approached by a hodge-podge of potential suitors interested in buying parts or all of the company. Late last year, separate investment teams led by private equity firms Silver Lake and TPG Capital made offers to acquire minority stakes in Yahoo.

Meanwhile, the company’s Asian partners — the Alibaba Group and Softbank — have also offered to buy back their Asian assets from the company, namely its sizable stakes in Yahoo Japan and Alibaba. In recent weeks, the board has pressed ahead with negotiations with Alibaba and Softbank, appearing to favor a near-term resolution of its Asian assets.

Throughout the process, Mr. Yang has been an enigmatic figure.

The founder, who has served on Yahoo’s board since its inception,
played a heavy hand in discussions with potential investors, according to people close to the matter, who spoke on the condition of anonymity because talks are private. At times, Mr. Yang’s opinions seemed to diverge from the board’s consensus, these people said, creating a tense — and occasionally confusing — backdrop for negotiations.

Daniel S. Loeb of Third PointPhil McCarten/ReutersDaniel S. Loeb of Third Point

Mr. Yang, along with other board members, has also faced mounting pressure from activist investors, like Daniel S. Loeb, the head of the hedge fund Third Point, who has loudly called for the dismissal of both Mr. Yang and Mr. Bostock. Earlier this month, Mr. Loeb traveled to Silicon Valley, to interview board candidates in preparation for a possible proxy fight. He has until March 25 to file a competing slate of directors.

With a proxy war looming, Yahoo’s board has tried to strengthen its ranks. On Jan. 4, the company appointed Mr. Thompson, a former PayPal president, to the chief executive role. The board has also discussed which members could potentially step down to make room for new directors that might be more palatable to investors, these people said.

Yahoo declined to comment for this article.

Mr. Yang currently serves as a board member of Cisco Systems and is a trustee of his alma mater, Stanford University.

Article source: http://feeds.nytimes.com/click.phdo?i=bf14368cb9ffa91272d9a9fb419f9bf4