Farallon steps up activism at biotech company Exelixis. Here’s what could happen next

Enterprise: Exelixis, an oncology-focused biotechnology firm, focuses on the invention, growth, and commercialization of latest medicines to deal with cancers in the USA. They’ve produced 4 marketed pharmaceutical merchandise, together with their flagship molecule, cabozantinib.

Inventory Market Worth: $6.3B ($19.46 per share)

Share Possession:  7.5%

Common Value: $17.47

Activist Commentary: Farallon Capital is a $36 billion multi-strategy hedge fund based in 1986. Farallon’s funding methods embrace credit score investments, lengthy/quick fairness, merger arbitrage, danger arbitrage, actual property investments and direct investments. Farallon just isn’t an activist investor however will pursue an activist agenda when it feels compelled to take action. The agency doesn’t search a combat however is not going to again down from one, both.

On April 5, Farallon despatched a letter to the corporate saying its nomination of the next director nominees for election to the board on the firm’s 2023 annual assembly: (i) Tomas Heyman, interim CEO at Interlaken Therapeutics and former president of Johnson & Johnson’s company enterprise capital group, (ii) David Johnson, managing companion of Caligan Companions, and (iii) Robert Oliver, the previous CEO of Otsuka America Pharmaceutical and an govt advisor. Farallon additionally expressed its perception that Exelixis ought to focus its analysis and growth efforts and spending, talk a differentiated and coherent technique, in addition to decide to ongoing distributions of extra capital to shareholders.

Because the technique of shareholder activism has grow to be extra mainstream, it has been utilized by a bigger breadth of buyers. For the common investor it’s arduous to differentiate between shareholders utilizing activism as a brief time period and opportunistic software and actual long-term buyers utilizing shareholder activism as a result of the corporate is in determined want of change and the shareholder has exhausted all different amicable choices. This case is the latter. Farallon didn’t purchase the vast majority of its shares within the final 60 days like we frequently see from opportunistic buyers submitting 13Ds. The agency has been a shareholder of Exelixis since 2018 and is simply now going public with their issues. It has given administration greater than sufficient time to create shareholder worth. Additional, Farallon just isn’t utilizing an activist template like we see from novice activists the place they criticize all the things from board share possession to govt compensation. Slightly, the agency is specializing in obtrusive firm points and alternatives.  

The agency takes subject with the extent of R&D and the dearth of self-discipline and communication with respect to an R&D plan. Each firm that spends a fabric quantity on R&D ought to have a disciplined plan articulated to the market, however that’s much more essential for a corporation like Exelixis that spends over 50% of its income on R&D. In 2022, the corporate had $1.6 billion in income with an R&D funds of almost $900 million, resulting in earnings earlier than curiosity, taxes, depreciation and amortization of $222 million. This R&D funds is predicted to extend to greater than $1 billion in 2023. To make issues worse, the corporate is investing in lots of initiatives in scientific and medical areas the place it lacks differentiation and a aggressive benefit. As a substitute of turning into extra targeted and disciplined, Exelixis is doing the other: pursuing 27 indications throughout 79 trials utilizing at the very least three very completely different therapeutic modalities, a complete that’s a lot increased than any of their friends. Buyers wish to see a reasoned, disciplined R&D plan that explains the differentiated method and aggressive benefit the corporate is exploiting in order that they’ll assess the chance of success.

Farallon estimates that the web current worth of the corporate’s cabozantinib money flows alone (with a modest R&D program) is price in extra of $33 per share. Farallon would additionally wish to see Exelixis decide to a a lot bigger share repurchase program than the $550 million it has introduced. The corporate has over $2 billion in money and investments versus just about no long-term debt and utilizing a portion of this money to purchase again shares forward of any R&D restructuring wouldn’t solely create shareholder worth however will assist add self-discipline to administration by forcing them to run a leaner operation and not using a money stockpile on the steadiness sheet.

Whereas enhancing margins and shopping for again inventory could appear to be a typical activist play, it’s not Farallon’s typical play. Within the agency’s 2021 engagement with health-care firm Acceleron Pharma, the agency urged the other plan. At Acceleron, Farallon was in favor of elevated R&D and opposed Merck’s acquisition of the corporate, lobbying for a standalone firm which had vital prospects following the optimistic outcomes of the Section 2 trials of its pulmonary drug. Finally, Merck acquired Acceleron within the face of Farallon’s opposition, and the pulmonary drug’s Section 3 trials have been successful. It is anticipated to hit the market later this 12 months, and Merck is slated to make an outsized return on this acquisition.

Farallon is making a really cheap request so as to add three board members to Exelixis’s 11-person board. We imagine that is cheap simply based mostly on the corporate’s lack of self-discipline with respect to R&D and its serial underperformance in comparison with the market and its friends. Nevertheless, apart from three feminine administrators added to the in any other case all-male board since 2016, the corporate has not added a brand new director since 2010. Eight of the 11 administrators have been on the board between 13 and 29 years, for a median of over 20 years every. What’s worse is that the board dismissed Farallon’s overtures; the agency stated it was advised that “the Board does its personal refreshing.” Three new administrators up to now 13 years is the corporate’s concept of board refreshing. It’s one factor to have unhealthy company governance; it’s fairly one other to not even acknowledge unhealthy company governance while you see it.

Farallon is nominating solely three administrators to this board, and it befuddles us as to how Exelixis doesn’t see this as a present. Assuming Farallon is focusing on the three administrators who’ve been on the board for 26 years, 22 years and 19 years, the agency is sparing three administrators who’ve been on the board for 19 years, 18 years and 16 years, to not point out the chair and CEO, who’ve been on the board for 29 years and 13 years, respectively. All 5 of them are male. We don’t see how Institutional Shareholder Companies and the massive institutional stockholders who personal 25% of the corporate’s frequent inventory might assist these long-tenured administrators if offered with a competing slate of certified, contemporary, various administrators. In our opinion, Farallon might have received six seats on this board and may take three seats in a cake stroll. Farallon has nominated three very certified administrators. Tomas Heyman is a enterprise investor previously of Johnson & Johnson; Robert Oliver is the previous CEO of a pharmaceutical enterprise; and David Johnson is an skilled shareholder investor who’s nicely versed in company governance and shareholder activism. Johnson, previously a Carlyle Group managing director, is the founding father of Caligan Companions, a fund that makes use of activism as a software to unlock worth.

This looks as if the kind of state of affairs that ought to settle. Lower than per week in the past, that was the case when the events had reached a near-final settlement which included the appointment of two Farallon nominees (Heyman and Oliver), the retirement of two long-standing current administrators and the formation of a brand new Capital Allocation Committee. Nevertheless, Exelixis claims that the deal was derailed when Farallon requested an excessive amount of confidential data associated to their R&D technique, their pipeline, individuals and medical trial information.

On April 13, the corporate introduced that two incumbent administrators have been resigning from the board and it was recommending that shareholders vote for Heyman and Oliver to interchange them. This was not accomplished as a part of a settlement with Farallon however more likely to successfully implement a settlement supply that Farallon had beforehand rejected. The corporate could also be hoping that it will forestall shareholders from voting for Farallon’s third nominee, David Johnson. It is a tactical transfer that was made a lot simpler by the implementation of the common proxy card. The unlucky a part of that is that usually the nominee the corporate resists essentially the most is the one who’s most wanted. That’s true on this case. As a classy shareholder investor with activist expertise, we imagine David Johnson was the candidate most able to reining in administration’s R&D spending and additional refreshing a board that also wants many more recent administrators. Nevertheless, if Farallon will get tactical, the agency can orchestrate it so any two of its three nominees who they choose might be elected to the board with a free choice for the third.

Ken Squire is the founder and president of 13D Monitor, an institutional analysis service on shareholder activism, and the founder and portfolio supervisor of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments.