Bristol-Myers Squibb's board faces pressure to show investors it is addressing the fallout from sudden competition to the drug maker's top product and a stock that has lost more than half its value since early 2002.
The board will have a scheduled meeting on Tuesday, according to people familiar with the situation. It comes about a month after the earlier-than-expected arrival of a generic version of its top-selling Plavix clot drug led Bristol-Myers to slash this year's profit forecast.
The New York-based company, which by policy does not comment on board meetings, is expected to decide whether to cut its hefty dividend, the highest yield among big U.S. pharmaceutical companies.
It also could weigh ousting Chief Executive Peter Dolan, whom analysts and investors have roundly criticized for the company's mishandling of the Plavix situation.
Everyone will be watching the board at this meeting for indications that there is a robust process going on, said Beth Young, a senior research associate with The Corporate Library, a corporate governance research organization.
Analysts have said that removing Dolan, who was named CEO in May 2001, could be the board's best option to win back shareholder confidence.
However, pressure on the board to change leadership may have lessened after a U.S. judge backed the company's request for an injunction halting shipments of generic Plavix. Should Bristol-Myers win a trial beginning in January on Plavix's key patent, it may end up retaining most of the drug's sales.
Before the injunction, the board probably was under pressure to at least discuss replacing Dolan, Natexis Bleichroeder analyst Jon LeCroy said. I don't know if that's going to be a topic of discussion at this point or not.
However, Plavix remains a sore spot with investors. The same judge denied a request from Bristol-Myers and partner Sanofi-Aventis to recall generic product already on the market. Canadian drugmaker Apotex Corp. launched its generic on August 8 after a deal among the three drugmakers that would have delayed generics until 2011 fell through.
Federal investigators started a criminal probe of the deal, including an FBI raid of Dolan's offices.
The fact that Apotex was able to reach a position that it could launch generic Plavix with little consequence, that is clearly a big issue that rests on Peter Dolan's shoulders, H&R Block Financial Advisors analyst Jason Fox said.
Even before the arrival of Plavix generics, the board had heard calls to replace Dolan. He was at the company's helm when a scheme to inflate company revenue came to light and later led to a $300 million federal settlement with prosecutors and Dolan getting stripped of his chairman's title.
Analysts have also said Bristol-Myers overpaid in a cancer-drug deal with ImClone Systems Inc. and in acquiring the drug unit of DuPont.
The board, which has repeatedly offered its support for Dolan, is responsible for monitoring the CEO, Young said.
Even though a board can step back from particular decisions...when things really go off the rails, the board has to make decisions about what to do about the CEO, Young said.
The board also may be forced to cut its dividend as the company loses Plavix revenue. At $1.12 per share, Bristol-Myers' annual dividend is about 4.9 percent of its stock price, a yield well above its peers. A company spokesman said it does not speculate on dividend actions.
The company earlier this month projected 2006 earnings from continuing operations of no less than 95 cents per share, down from its July forecast of $1.15 per share to $1.25 per share. It said it lowered its 2006 forecast based on the assumption that Apotex sales of generic Plavix have satisfied substantially all demand in the United States this year.
Merrill Lynch analyst David Risinger said in a research note last week that he assumed the company would cut its annual dividend to 60 cents, noting the company was not generating enough operating cash flow to cover the dividend before generic Plavix arrived.
Bristol-Myers may seek to borrow to maintain the dividend, Risinger said. Alternatively, LeCroy said the company could sell assets to support the dividend.
The board faces pressure to maintain the payout, LeCroy said, noting it is the reason many investors own the stock.
The problem is the dividend really props up Bristol's stock price, LeCroy said. So if you cut the dividend there it really takes out that floor for their valuation.