VIDEO: “What’s New” — With DoJ/FTC Antitrust Reviews — Pfizer/Wyeth, As Evidence Of Renewed FTC Vigor

With CEO Dick Clark clearly indicating an intention to be aggressively acquisitive, doing perhaps 100 deals a year beginning in 2010, it seems appropriate to remind Whitehouse Station that this likely won’t be “your daddy’s” DoJ/FTC Hart-Scott-Rodino review-process any longer. We saw it in the longer review of Schering-Plough-Merck, and in Pfizer-Wyeth. But don’t take my word for it — just watch, and listen, tonight — to a true expert.

In the two clips below, you’ll hear him explain why antitrust reviews may not turn out the way they did under the prior Administration — from the point of view of a former Bush administration antitrust official — Jeffrey Schmidt, now with the international law firm, Linklaters.

Next, and more specifically, what he thought was unusual about the FTC’s Pfizer-Wyeth HSR processes. [Video-streams provided courtesy of The Daily Deal.]

Suddenly, instead of being the number eight pharma player, globally, the New Merck is now the second largest pharma concern in the world. Deals that might have been easy, from a HSR perspective before for old Merck, may suddenly be much harder to clear through the FTC, because of what this will do to the likely HHI score for Merck’s deals. It is indeed a “brave new world“, here Mr. Clark.

“A New Merck” — Transaction/Transition Site Will Close on November 10, 2009

The site that Merck and Schering-Plough jointly opened, updated and operated during the pendency of the deal, at www.anewmerck.com, will close on Tuesday night, November 10, 2009, thus [click image to enlarge]:

Most of the content housed there (at least the text portion of it) is permanently filed with the SEC’s EDGAR database, so it won’t vanish into the ether, as the main Schering-Plough site has.

However, the multimedia content – for example, the video-stream of CEO Dick Clark’s remarks from March 9, 2009 were not filed (as video) with the SEC, so if you want to save them off, for the future comparison of projections — against actual post-deal performance, do so over the weekend.

UPDATED: Friday 11.06.09 @ 10 PM EST – The video content has now been taken offline — it was operative this afternoon, at 4:20 PM EST. I wonder whether someone in Whitehouse Station saw the hits coming directly from this site.

No bother — I already have them cached safely away, on a back-up brick-drive.

How We’ll Likely Never Learn The Full Extent Of The Schering-Plough “Ex-Top Five’s” Take-Home

Assuming that each of the now ex-”top five” from old Schering-Plough, namely Hassan, Bertolini, Koestler, Cox (don’t forget though, Ms. Cox already took off the table — netted — about $13 million, in the Spring of 2007) and Sabatino get good advice — we’ll likely never know the full extent of their respective hauls, from this bust-up deal, styled as a reverse merger.

How so?

Well, all each need do is wait a full six months beyond their departure date – or, until after April 7, 2010, to sell any of the New Merck shares, or exercise the New Merck options each holds (likely selling just in time for individuals’ IRS Day*, on April 15, 2010!) — then, these transactions will no longer be reportable, under rules contemplated by Section 16 of the federal Securities Exchange Act of 1934. It would be wise for each to do so, given the eye-popping estimates in the pie-chart, at right. [The total would be over $450 million, if Koestler's likely payouts were included.]

From page 10 of the SEC Form 8-K for the old Schering-Plough shell that was then renamed “Merck“, and filed two nights ago, thus:

. . . .(e) Compensatory Agreements and Arrangements

In connection with each of Mr. Hassan’s, Mr. Bertolini’s, Mr. Koestler’s, Ms. Cox’s, and Mr. Sabatino’s separation from service in connection with the Mergers, each became eligible to receive severance payments and benefits in accordance with his or her individual employment agreements. . . .

Indeed. The links (in the blue-text) show my calculations, relative to the pie chart, above right.

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* _{It seems likely to me that this particular merger closing date, November 4, 2009 — before the Japanese clearance (but after only the Mexican and Chinese clearances) — was finally-settled upon, at least in part, so that the top five could put at least a little more than six-full-months in between their collective departure date, and tax day — when the tax on all of their respective Sch-Mercking cash severance, and the $10.50 per share (also in cash), for each share held, will be due. They’ll use the $10.50 in cash to fund the 2009 IRS liability, then likely sell off a portion, in May 2010, to replenish the liquidity in their portfolios — without making any public disclosures.}

Ex-CEO Fred Hassan Steps Down, Early — As President of IFPMA

The CEO of Eisai, Haruo Naito, has assumed the lead of the international collection of pharma manufacturers’ associations, as of November 6, 2009 — according to tradingmarkets.com, thus:

. . . .Fred Hassan, ex-chairman and ex-chief executive officer of Schering-Plough Corp., stepped down as the merger of his firm with Merck & Co. was completed before his two-year term as IFPMA head expires. . . .

[Edited for accuracy: Ed.]

Sayonara, Mr. Hassan.