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Schering-Plough's Hassan Made Stock Gains as Price Tumbled and Layoffs Grew

By Jim Edwards | Sep 19, 2008

fhassanclrsmall.jpgAbout 1,000 sales reps are being let go from Schering-Plough this week. That’s on top of 60 animal health reps also being fired. Roughly 5,500 employees in general are being axed in Schering-Plough’s cost-cutting drive.

If you’re one of those people, comfort yourself with the fact that CEO Fred Hassan’s stewardship hasn’t been bad for everyone — especially if your name is Fred Hassan. Despite SGP’s list of troubles –

– Hassan has still managed to make money by buying and selling* in SGP stock. Amazingly, he has pulled off this feat even though the stock has tumbled from its 2007 high of $33.14 and now trades at half that, $18.40.

The way Hassan achieved this is a case study for investors: When it comes to CEOs, do what they do, not what they say. Here’s how Hassan did it:

In January, Hassan put out a press release saying that he wanted to buy $2 million in SGP common stock to prove his faith in the company, which was already being battered by media reports over the ineffectiveness of Vytorin for certain conditions. He said:

This investment in Schering-Plough reflects my long-term confidence in the company, its products (including ZETIA and VYTORIN), and our late-stage pipeline … The media interpretations of the top-line ENHANCE trial results, and the resulting stock price reaction, have been deeply troubling. I firmly believe in VYTORIN and ZETIA.

The stock at the time was priced at about $21.62 a share. But Hassan didn’t actually buy the stock at that time. As his statement said:

It was determined that, under the federal securities laws, it would be better to defer the purchase until earnings for the fourth quarter and the full year 2007 are announced, scheduled for Feb. 12, 2008, and the full results of the ENHANCE trial are discussed in a scientific forum, anticipated for the American College of Cardiology meeting in late March.

March came and went. SGP tumbled all through the month, closing at $14.41 on the last day. Hassan’s $2 million stayed under his figurative mattress.

Then, in April, Hassan pounced. On the 24th — nearly a month after he said he would — Hassan bought $2 million of SGP common stock with his own money. He said:

As I said when I announced my intention to purchase these shares in January, this investment in Schering-Plough reflects my long-term confidence in the company, its products — including ZETIA and VYTORIN — and our late- stage pipeline.

The price on the day was about $18.26.

Yesterday, before the layoff announcement, SGP closed at around $18.40. On paper, Hassan had made about $15,334 from his April purchase — not much, but enough to buy your spouse something nice, as long as you have $2 million to play with.

Of course, that was Hassan. If you had been an investor who was listening to what Hassan said, not observing what he did, you’d have gotten into the market back in January, and by now you’d have lost about 16 percent of your stake. (Hassan would have lost $297,872 on the $2 million he didn’t bet at the time.)

In his January release, Hassan also reminded us that he bet big on SGP before:

As was the case in November 2003 when I purchased $4.68 million in Schering-Plough Common Shares at an average price of $15.42  … this investment in Schering-Plough reflects my long-term confidence in the company.

Clearly, that stake is well in the money if he is still holding it. He could have sold that at almost any time since and made a handsome profit.

Lastly, bear in mind that Hassan’s purchases are better publicized than his sales divestments. I searched through the SEC filings for this year to see if he had sold any part of his $2 million stake. He appears to have kept most of it, although on April 25 he acquired 200,000 shares but sold gave up the rights to 92,700.*

* See notes in the comments section.

Jim Edwards, a former managing editor of Adweek, has covered drug marketing at Brandweek for four years, and is a former Knight-Bagehot fellow at Columbia University's business and journalism schools. Follow him on Twitter or send him an email.

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    1

    BNET's Jim Edwards

    09/22/08 | Report as spam

    RE: Schering-Plough's Hassan Made Stock Gains as Price Tumbled and Layoffs Grew

    This is to correct certain misstatements in your 9/19/08 article in "BNET Industries" involving Schering-Plough CEO Fred Hassan.

    ??? Contrary to statements such as ???Hassan has still managed to make money by buying and selling SGP stock,??? Fred Hassan, chairman and CEO of Schering-Plough, has never sold a single share of company stock since joining Schering-Plough in April 2003.

    ??? The 92,700 shares mentioned in the article were not sold. These shares were withheld by the company in order to satisfy tax withholding obligations. (See the SEC report on Form 4 filed April 29, 2008, [http://www.sec.gov/Archives/edgar/data/310158/000031015808000016/xslF345X02/has658.xml], which shows a disposition of 92,700 shares for taxes, not as a sale.)

    ??? The timing of Mr. Hassan???s April 2008 purchase of SGP shares and fulfillment of his pledge was entirely dictated by the need to secure legal clearance in light of disclosure obligations and the requirements of federal securities laws. That clearance came from the company???s outside securities counsel.

    As noted in the Jan. 18 press release, the purchase was to be deferred until after the full results of the ENHANCE trial were presented at the American College of Cardiology, which took place on March 31, 2008. Mr. Hassan was precluded by outside counsel from purchasing shares at that time because it would have violated a trading blackout period that was in place until first quarter financial results were announced on April 23, 2008.

    Once first quarter results were announced, the blackout period ended on April 24 and Mr. Hassan purchased more than $2 million worth of shares on that day.

    Mr. Hassan???s investments of personal funds in Schering-Plough stock, as well as his continued holding of shares awarded to him as compensation, demonstrate his long-term confidence in the company.

    Sincerely,
    Steve Galpin, Jr.
    Global Communications, Schering-Plough Corp.

  •  
    2

    BNET's Jim Edwards

    09/24/08 | Report as spam

    RE: Schering-Plough's Hassan Made Stock Gains as Price Tumbled and Layoffs Grew

    It's worth describing what "withheld by the company in order to satisfy tax withholding obligations" means in layman's terms. Basically, Hassan had the right to those 92,700 shares but gave them up in order to satisfy his tax bill.

    While Steve is correct in saying that he never "sold" them, Hassan did actually give them up in return for a financial benefit. I've altered the story to reflect that.

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