這家可能因破產而驚天動地的加拿大 Valeant公司，業務很複雜，姑且稱之為綜合製藥服務，在美國上市，受美國調查。The Economist 這篇很簡要，所以我先讀Wikipedia的資料當背景：
https://en.wikipedia.org/wiki/Valeant_Pharmaceuticals
An important part of the growth strategy for Valeant has been acquisitions, sometimes in the multibillion-dollar range, of medical and pharmaceutical companies.[9] As of July 2015, the company was valued at over $90 billion USD ($116 billion CAD) by market capitalization, making it the largest public company in Canada[10] and the largest pharmaceutical company in the nation.[6] By October 2015 Valeant's stock price had dropped to just less than $72.60 USD (approximately $126 CAD), giving a market capitalisation of $24.77 billion USD ($43 billion CAD). This represents a decrease of approximately 80% since the July high. In November 2015, the continued fall in the stock's price resulted in a $100M margin call and forced sale of the stock by the company's CEO J. Michael Pearson. By December 29, 2015 shares fell "10.5 percent to $102.14" on the New York Stock Exchange[11] as Valeant's board of directors handed the duties of CEO J. Michael Pearson, who was hospitalized with severe pneumonia, to a group of executives overseen by a committee.[11][11][12][13][14] On January 6, 2015, Valeant named Howard B. Schiller interim chief executive.[15] Valeant's debt reached roughly $30 billion by 2016 due largely to acquisitions.[16] By March 4, 2016, Valeant's stock price had fallen intraday below $60/share resulting in a market capitalization of $20 billion, a $60 billion loss in market capitalization in 6 months. On March 15 the stock tumbled by over 45% due to a weaker outlook for 2016 and risked breaching some debt agreements. This sent the stock to a new low of $33.01 per share – giving the company a capitalization of less than $11.3 billion.[17]----Contents
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UNTIL recently, America hadn’t had a spectacular corporate disaster since Lehman Brothers in 2008. But Valeant, a Canadian but New York-listed drug firm, now meets all of the tests: a bad business model, accounting problems, acquisitions, debt, an oddly low tax rate, a weak board, credulous analysts, and managers with huge pay packets and a mentality of denial. The result has been a $75 billion loss for shareholders and, possibly, a default on $31 billion of debt.
Valeant’s business model was buying other drug firms, cutting costs and yanking up prices. Since 2010 it has done $35 billion of deals, mainly financed by debt. At a time when Americans face stagnant living standards, a strategy based on squeezing customers was bound to encounter political hostility—“I’m going after them,” Hillary Clinton has vowed.
Valeant added to this mix a tendency towards evasiveness. In October investigative reporters revealed its murky relationship with a drugs dispensary, Philidor, which it consolidated into its accounts yet did not control. The relationship was severed but the Securities and Exchange Commission is still investigating. Federal prosecutors are also looking into various of the company’s practices. On Christmas Eve Michael Pearson, Valeant’s CEO and architect, went into hospital with pneumonia. On February 28th Mr Pearson (total pay awarded of $55m since 2012, according to Bloomberg) returned to work, welcomed back by the chairman for his “vision and execution”.
The facts that have emerged in March suggest that Mr Pearson should have been fired. Profit targets have been cut by 24% compared with October’s. The accounts will be restated and the filing of an annual report delayed. The results released on March 15th contain neither a full cash-flow statement nor a balance-sheet, but it appears that Valeant has been generating only just enough cash to pay its $1.6 billion interest bill this year. As suppliers and customers get wary, its cashflow may fall, leading to a default.
There are three lessons. First, boards matter: the managers should have been removed in October. Second, disasters happen in plain sight. Valeant issued $1.45 billion of shares in March 2015, when 90% of Wall Street analysts covering its shares rated them a “buy”. Yet as early as 2014 a rival firm, Allergan, had made an outspoken attack on Valeant’s finances, the thrust of which has been proved correct.
The final lesson is that “activist” investors, who aim to play a hands-on role at the firms that they invest in, have no monopoly on wisdom. Jeffrey Ubben of ValueAct and Bill Ackman of Pershing Square both own chunks of Valeant and have supported it. Mr Ackman is at present trying to consolidate America’s railway system. Mr Ubben is trying to shake up Rolls-Royce, a British aerospace firm. After Valeant, why should anyone listen to what they say?
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Drug firm Valeant's fall shows why boards matter—and that hands-on investors have no monopoly on wisdom
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