Genentech Inc. (DNA) argued Monday why the South San Francisco,
Calif., biotech is worth more than the $86.50-a-share tender offer
from majority shareholder Roche Holding AG (RHHBY).
At a meeting in New York, Genentech officials contend its
current operating plan will actually provide more value to
shareholders than the Roche offer, which expires March 12.
Executives stressed that shareholders will need to make their
own decision, but provided them with details about financial
projections, pipeline strength and its culture of innovative
research that suggest a higher value is warranted and show the
level of dischord between the two companies.
"Roche has received this same information, but has chosen to
discount the information," said Arthur Levinson, chairman and chief
executive of Genentech.
"We believe we have the potential to create significantly more
value for shareholders due to the strength of our products, our
pipeline, our people and our track record," he said.
The meeting, which was recently moved up from March 20 in order
to address investors before the tender expiration, comes amid
expectations on Wall Street that Roche's offer will fail to win
shareholder support.
Not surprisingly, a committee of Genentech independent directors
rejected that tender offer last week after turning down an earlier
offer of $89 a share from Roche in July as "substantially"
undervaluing the company. Since the summer, the two parties have
been at an impasse and disagreed on where to even begin negotiating
- Roche stood by its initial offer, and Genentech's independent
board proposed beginning at $112 a share.
Genentech shares recently fell 3.3% to $82.69.
As an overview, Levinson stressed that the company is on track
to meet or exceed its long-term development goals, called "Horizon
2010", which include being the top seller of cancer drugs in the
U.S., 25% annual growth in non-GAAP earnings per share and getting
15 major new products or indications approved.
For the five years after that, Genentech expects 18% annual
growth in non-GAAP earnings per share and exceeding $9 a share for
2015. Revenue growth is expected in the "high single digits"
through 2018, culminating in U.S. sales of $22.06 billion and total
revenue of $26.9 billion.
If all the major studies the company conducts in that time are
successful, the company said, U.S. sales could hit $24.6 billion by
2015.
In a presentation that brought applause from the audience, Chief
Financial Officer David Ebersman presented Genentech's defense of
its financial assumptions and projections as they relate to its
disagreement with Roche's valuation of Genentech.
The company's long-range financial plan was adjusted over the
summer and presented to Roche in November. The adjustment was made
to update the plan and because the previous model wasn't created
for use in a valuation analysis, Ebersman said.
He stressed that Genentech has consistently outperformed its
financial projections, primarily because the process and
assumptions tend to be conservative.
"This conservative bias has been well known to our board of
directors and the Roche board of directors for many years," he
said.
He also criticized Roche for overestimating Genentech's future
tax rates as well as underestimating the productivity of
Genentech's research and development spending on future earnings
growth.
He also said Roche disagreed with several points in the
Genentech financial projection, but after Genentech spent two
months explaining and documenting its models, Roche didn't change
its opinion on a single point.
"I realized it wasn't in their interests to agree with the
assumptions in our plan," Ebersman said.
He also highlighted Genentech's massive contribution to Roche's
product pipeline to show the need to Roche to have full control of
Genentech after 2015, when Roche's right to license and sell
Genentech drugs outside the U.S. will expire and Roche would have
to renegotiate.
Ebersman said that 66% of 2008 sales at Roche's pharmaceutical
division came from Genentech products.
Levinson said the company stands by its financial projections,
in a reference to Roche's criticism of Genentech's financial models
as overly optimistic.
"We welcome a debate on this anytime, anywhere and with
anybody," he said.
He stressed Genentech's past performance, with revenue steadily
growing from more than $1 billion in 1998 to more than $13 billion
in 2008, along with 11 consecutive years of double-digit growth in
non-GAAP earnings per share.
Other than financial metrics, Levinson stressed the
science-based culture of Genentech and its ability to innovate,
highlighting that the company had more biotech patents issued in
2007 than the next two organizations combined - the University of
California and the U.S. government.
Despite the turmoil in the economy and the Roche tender offer,
Levinson assured the audience that recruitment of top scientists
remains strong.
In highlighting its development pipeline, Genentech stressed its
planned move into infectious disease and neuroscience, presenting a
recently published paper in Nature that provided a new theory about
the cause of Alzheimer's disease.
The research provides new targets in treating the degenerative
condition, and Genentech noted its efforts to develop a "best in
class" antibody to fight the disease.
-Thomas Gryta, Dow Jones Newswires; 201-938-2053;
thomas.gryta@dowjones.com