The prospective reshaping of the cosmetic-medicine sector had already created plenty of drama in recent days, but now there's a new wrinkle in what has become a four-player saga.
( MNT) made things a little more interesting, offering $2.2 billion for
. Upon learning of the proposal, Medicis' board members immediately rejected it and reaffirmed their own desire to continue pursuing
Meanwhile, Inamed, Mentor's main rival in the field of breast implants, is being sought by
, whose bid Inamed's
board seemed happy to receive last week.
Allergan and Medicis want Inamed's existing and experimental skin-treatment products. Medicis hopes to expand its skin-care and skin-disease offerings, while Allergan is aiming to fortify its Botox business and to repel challenges from Medicis. Allergan's exchange offer for Inamed began Monday.
Mentor likes Medicis for its skin-treatment business, which it believes has better prospects than its own urological products. Mentor has hired an investment bank to explore options for its urology businesses.
The fight could become even more complicated. After Allergan made its bid for Inamed, analysts began speculating that someone would try to
Mentor, of Santa Barbara, Calif. That speculation hasn't diminished.
Into the Fray
By early afternoon, shares of Mentor were down $4.89, or 8.7%, to $51.25 as some analysts said its bid was the weakest of all the proposals. More than 1.7 million shares traded, or triple the daily average for the past three months.
Medicis jumped $4.34, or 15.6%, to $32.09, on nearly four times the average daily volume for the past three months.
Mentor offered 0.62 shares for each Medicis share, implying a value of $34.69 a share. That's 25% higher than the Scottsdale, Ariz., company's closing price on Friday.
Joshua H. Levine, Mentor's chief executive, said that even though his stock-swap offer would give Medicis shareholders a 44% stake in the combined company, he would be willing to add cash to the formula to make the proposal more palatable. He didn't offer a precise figure, saying only that the cash component could be "significant or substantial."
Ironically, Mentor's offer for Medicis makes Medicis' offer for Inamed look even better. In March, the Medicis bid was valued at $2.8 billion, or $75 a share, in cash and stock.
After Allergan entered the fray last week, Medicis' stock fell, and the total value of its deal dropped to $69 a share. Now, thanks to Mentor, the Medicis offer is worth just under $76 a share.
That's still not as good as the Allergan offer for Inamed, which is valued at $3.2 billion, or $84 a share in either cash or stock.
Trading in Allergan and Inamed was relatively calm. Allergan, of Irvine, Calif., was down $1.04, or 1%, to $99.21. Inamed, like Mentor based in Santa Barbara, Calif., was off 16 cents to $83.15.
The Latest Player
Some analysts said the Mentor bid was a nice try, but others say it was a doomed proposal. This was a "dead-on-arrival offer," says Amit Hazan, of SunTrust Robinson Humphrey, in a research note. "We are puzzled by both the structure and the timing. The all-stock offer poorly missed the mark."
Hazan cut his rating on Mentor to neutral from buy. "We are now uncomfortable with this management team's ability to use the ensuing proceeds
from selling the urology businesses to drive shareholder value," says Hazan. "Indeed, the Medicis offer is indicative of this management's uncertainty with the direction of the business." Hazan doesn't own shares, and SunTrust doesn't have an investment-banking relationship with Mentor.
John Calcagnini of CIBC World Markets says the Mentor bid made strategic sense, giving it access to Medicis' skin care drugs while Mentor continues working on an experimental drug similar to Allergan's Botox. However, Medicis "is intent on buying Inamed and remaining independent," he says.
Calcagnini, who has a sector outperform rating on Mentor, adds that he "would not rule out the possibility" that another company would make a run at Mentor. He doesn't own shares, and his firm doesn't have an investment-banking relationship with Mentor.
One question posed during a telephone conference Monday was whether Mentor might make a hostile run at Medicis. Mentor CEO Levine declined to comment, saying only that his company "will wait for the dust to settle" before making the next step. The offer to Medicis was the only way to get that company's attention because of its dealing with Inamed, Levine said.
Medicis shareholders are scheduled to vote on the Inamed deal on Dec. 19. The transaction is under review by the Federal Trade Commission.
Mentor's future appeal to investors will depend on how fast it gets U.S. approval for silicone breast implants for cosmetic uses, what price it gets for the urology businesses and how it can expand its presence in the skin-treatment market. Buying Medicis would easily answer the skin-care question.
Inamed and Mentor are dueling to be first on the U.S. market with silicone gel breast implants for cosmetic purposes. Both have received
conditional approval from the Food and Drug Administration for their products, but they haven't said what they must do to secure final approval.
In the past, analysts speculated that the company getting to the market first would have an advantage, but now many believe the FDA will grant final approval at essentially the same time.
Mentor says a merger with Medicis will enable their combined sales forces to increase product offerings to cosmetic surgeons and dermatology specialists.
Because so-called aesthetics medicine is a "significant growth opportunity," Mentor said last month that it was evaluating alternatives for its urology business, meaning that if the price is right, it will sell.
Mentor's urology businesses, including urinary catheters, erectile dysfunction products and prostate cancer products, yielded $116.7 million in sales for the six months ended Sept. 30. Aesthetics products, mainly breast implants, but also skin and body products, delivered $132.8 million.