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Pfizer, Allergan Merge in $160-Bn Deal to Create Pharma Behemoth

The acquisition will create the world’s largest drugmaker, with combined annual revenue of about $64 billion.

Updated
Business
3 min read
This is also the biggest-ever tax inversion deal. (Photo: AP)

Pfizer on Monday said it would buy Botox maker Allergan in a record-breaking deal worth $160 billion to cut its US tax bill by moving its headquarters to Ireland.

The acquisition will create the world’s largest drugmaker, with combined annual revenue of about $64 billion. It is also the biggest-ever tax inversion deal, an increasingly popular and controversial manoeuvre aimed at helping US companies lower their taxes by reincorporating overseas.

US President Barack Obama has called inversions unpatriotic and has tried to crack down on the practice. To avoid potential restrictions, the transaction was technically structured as smaller Dublin-based Allergan buying Pfizer, although the combined company will be known as Pfizer and continue to be led by Chief Executive Officer Ian Read.

Snapshot
  • This is the biggest-ever tax inversion deal; a manoeuvre aimed at helping US companies lower taxes by reincorporating overseas
  • The deal will create the world’s largest drugmaker, with combined annual revenue of $64 billion
  • Pfizer CFO said he expected a combined tax rate of 17 per cent to 18 per cent by 2017
  • The companies estimated the merger would increase earnings per share by 10 per cent
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The merger will delay by two years the Lipitor and Viagra maker’s decision on whether to split itself into two. That decision, which could sell off Pfizer’s lower margin unit of products facing generic competition, was expected by late 2016.

The deal enhances offerings from both Pfizer’s faster-growing branded products business, with additions like Botox, and its established products unit. Still, investors had been hoping Pfizer would sell off the lower-margin business in 2017, a move now put off by the time required to integrate Allergan, Pfizer said.

Allergan CEO Brent Saunders will become president and chief operating officer of the combined company with oversight of all commercial businesses.

Read, who has long sought to slash Pfizer’s US tax rate, said in a statement that the deal would help put the company on “on a more competitive footing.”

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To avoid potential restrictions, the transaction was technically structured as smaller Dublin-based Allergan buying Pfizer. (Photo: AP)
To avoid potential restrictions, the transaction was technically structured as smaller Dublin-based Allergan buying Pfizer. (Photo: AP)
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The company was expected to pay about 25 per cent in corporate taxes this year, compared with about 15 per cent for Allergan. Pfizer Chief Financial Officer Frank D’Amelio said he expected a combined tax rate of 17 per cent to 18 per cent by 2017.

The deal comes some 18 months after the failure of Read’s initial attempt at an inversion, a $118 billion bid to acquire Britain-based AstraZeneca that ran into staunch opposition from that company’s management and UK politicians.

On a conference call with analysts, Pfizer said the merger would give it enhanced access to its tens of billions of dollars parked overseas over time and allow for more share buybacks and dividend payments.

Saunders said the combination would provide access to about 70 additional worldwide markets for Allergan products.

The merger, scheduled for completion in the second half of 2016, will deliver more than $2 billion in cost savings in the first three years, the companies said. It was not immediately clear how many jobs would be lost as a result.

The companies estimated the merger would increase earnings per share by 10 per cent, excluding special items, in 2019 and add by a high-teens percentage rate in 2020.

The deal values Allergan shares at $363.63 each, about 16 per cent more than their closing price of $312.46 on Friday. Pfizer shareholders would control of 56 per cent of the combined company.

Allergan shareholders would receive 11.3 shares in the combined entity for each of their shares.

Pfizer stockholders can get cash or one share of the combined company for each of their shares, but the aggregate amount of cash must range from $6 billion to $12 billion.

Plans call for four current directors of Allergan, including Saunders and Executive Chairman Paul Bisaro, to join Pfizer’s 11-member board, the companies said in a joint release.

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