Bristol-Myers Squibb BMY on Tuesday added three new directors to its board and announced a $2 billion fast-tracked share buyback program in the wake of discussions between the drug company and activist investor Jana Partners' Barry Rosenstein.
In addition, billionaire raider-turned activist Carl Icahn has reportedly taken a stake in the pharmaceutical company and believes it could become a takeover target.
The activist forays come after the Deal in January issued a "Target of the Week" report on Bristol Myers Squibb, suggesting that the company could soon be in play or targeted by activist investor. The Deal cited people familiar with the situation, noting that insurgent Jana Partners had accumulated a big position in the drug giant.
Bristol-Myers said it appointed to its board ex-Bausch & Lomb CFO Robert Bertolini, former Vertex Pharmaceuticals CEO Matthew Emmens and Theodore Samuels, who sits on the boards of Perrigo (PRGO - Get Report) and Stamps.com (STMP - Get Report) .
Bristol-Myers noted that the board shuffle and buyback program resulted from discussions between the company and Jana Partners. The activist fund became a Bristol-Myers shareholder in the fourth quarter of 2016 and that members of the company's board and management have been in discussions with the activist fund.
Bristol-Myers said it expects to fund the buyback with debt and cash and that about 80% of the shares to be repurchased will be acquired by Feb. 28—in less than a week.
As part of the agreement, the board will expand to 14 directors but only 11 board members will stand for election at the company's 2017 annual meeting, scheduled for May 2. It's unclear, however, how much of an influence Jana Partners had in the selection process for the new directors. A Jana Partners general counsel declined to comment.
It's likely that Bristol-Myers made the board shuffle and buyback moves in response to their expectation that Rosenstein would otherwise launch a public campaign. According to Factset, Jana Partners has launched 52 activist campaigns, including seven director battles, nine threats of proxy fights and 20 publicly disclosed letters to boards and managements since 2001.
On Feb. 14, Jana Partners reported in its quarterly position disclosure file that as of Dec. 31 it had owned just under 4 million shares, or 0.23% in Bristol-Myers, valued at the time at about $226 million. In January, The Deal cited people familiar with the situation, noting that Jana Partners had accumulated a large position and that a campaign could be forthcoming, especially considering that Rosenstein hasn't initiated a new campaign in several months.
Activists often pressure companies to be sold or engage in M&A to help drive share-price improvement. As a result, particularly with Icahn's agitations, it is possible that the newly constituted board could push the company make acquisitions or invest more in business development so it can become more diversified. Several analysts have suggested that Bristol-Myers has an overly concentrated portfolio and is overly focused on one drug, blockbuster cancer therapy Opdivo. In addition, one investor has suggested a lot of M&A in the drug company and health care space could be in the offing and that Pfizer (PFE - Get Report) , Merck (MRK - Get Report) , Johnson & Johnson (JNJ - Get Report) or Novartis (NVS - Get Report) could all be interested in acquiring Bristol-Myers.
The Bristol-Myers move comes the same day that Jana Partners reached a settlement with Tiffany, adding three new directors to its board under pressure from Jana Partners. The activist fund owns about 5.1% in Tiffany and that deal comes after another activist, Trian Fund Management's co-founder May