Mon, Nov. 23, 7:48 AM
- It's official. Pfizer (NYSE:PFE) and Allergan (NYSE:AGN) agree to merge in a $160B deal, the largest inversion transaction on record. AGN shareholders will receive 11.3 shares of the combined company for each AGN share while PFE shareholders will receive one share of the combined firm for each PFE share. The deal should close in H2 2016. After the merger, the company will do business as "Pfizer plc" and trade under the "PFE" symbol. It will be domiciled in Ireland (pro forma adjusted effective tax rate expected to be 17 - 18%).
- Pfizer shareholders will own ~56% of the combined firm while Allergan shareholders will own ~44%. Pfizer chief Ian Read will be Chairman & CEO while Allergan chief Brent Saunders will be President & COO.
- The merger should be neutral to Pfizer's non-GAAP EPS in 2017, accretive in 2018, more than 10% accretive in 2019 and accretive in the high teens in 2020. Operating cash flow should exceed $25B beginning in 2018.
- The company will make a decision on splitting its innovative and established businesses no later than the end of 2018.
- Separately, Pfizer will execute a $5B share repurchase program in H1 2016. It has ~$5.4B remaining on its previously announced buyback plan.
- Pfizer will host a conference call this morning at 8:30 am ET to discuss the transaction.
- Slide presentation
Sun, Nov. 22, 8:23 PM
- In what would be the largest "inversion" deal ever, the boards of Pfizer (NYSE:PFE) and Allergan (NYSE:AGN) have agreed to merge, reports the WSJ, with an official announcement perhaps coming tomorrow.
- The deal, of course, comes days after Treasury issued new rules aimed at curbing such deals, but analysts say the new measures don't put this particular merger at risk. Global antitrust regulators will be sure and have their say, though.
- Pfizer CEO Ian Read - an outspoken critic of high U.S. corporate tax rates - will lead the combined company, says the Journal, with Allergan CEO Brent Saunders serving as president and COO.
- The final terms would have Allergan shareholders receiving 11.3 Pfizer shares for each share of AGN they own, say sources, and there's also a small cash component. Pfizer closed Friday at $32.18, making just the stock portion worth $363.63 vs. Allergan's close of $312.84.
- The companies are planning for seven to nine months before closing. The combined entity is then expected to evaluate splitting into two businesses - one focused on patent-protected products and the other on drugs that have already lost it (or are close to).
- Previously: Pfizer said to be near deal to buy Allergan for as much as $380/share (Nov. 18)
- Previously: Will the new inversion rules derail a Pfizer-Allergan deal? (Nov. 20)
Fri, Nov. 20, 2:24 AM
- According to tax experts, it appears that the moves were modest and there was scarce evidence they would stop the world's largest inversion on record.
- There's also some creative thinking taking place. The two are discussing a deal that could have Allergan (NYSE:AGN) technically swallow its larger rival Pfizer (NYSE:PFE), in a tie-up that could be valued at upwards of $140B.
- Previously: U.S. introduces new rules against inversions (Nov. 20 2015)
- Previously: Pfizer and Allergan negotiating break-up fee as high as $4.5B, shrugging off regulatory risk of potential $150B deal (Nov. 19 2015)
Thu, Nov. 19, 11:14 AM
- According to informed sources, Pfizer (PFE -3.9%) and Allergan (AGN -2.6%) are negotiating a break-up fee of 2 - 3% of Pfizer's potential bid of $150B for the BOTOX maker. The upper range of the fee, $4.5B, sends a clear signal that Pfizer does not view the Treasury Department's upcoming anti-inversion regulations as an impediment to a deal.
- Previously: Pfizer said to be near deal to buy Allergan for as much as $380/share (Nov. 18)
- Previously: Treasury Department to announce new anti-inversion tax rules this week; potential acquisition target Allergan off 4% after hours (Nov. 18)
Wed, Nov. 18, 8:30 PM
- Pfizer (NYSE:PFE) is in advanced talks to buy Allergan (NYSE:AGN) for $370-380/share, according to multiple reports.
- The companies are aiming to announce an agreement as soon as Monday, but the U.S. Treasury Department’s letter on tax inversion deals could delay the final agreement and change the terms.
- A deal at $380/share would value AGN at nearly $150B and be the biggest health care deal ever, as well as the largest acquisition this year.
Thu, Oct. 29, 6:31 AM
- Allergan (NYSE:AGN) is up 15% premarket on light volume on the news that it is in talks with Pfizer (NYSE:PFE) about a possible merger. If the deal goes through, it would create the world's largest healthcare firm with a market value of $330B, larger than Johnson & Johnson's (NYSE:JNJ) market cap of $278B.
- A lower tax bill is one of the reasons Allergan is an attractive target for Pfizer considering the Botox maker is domiciled in tax-friendly Dublin. The U.S. government clamped down on tax inversion deals last year which scuppered the AbbVie/Shire deal so it is unclear how this might effect Pfizer's ability to change its domicile.
- Potential Pfizer takeover targets GlaxoSmithKline (NYSE:GSK) and Shire (NASDAQ:SHPG) are both down slightly in premarket trading.
- Update: Both Pfizer and Allergan confirm the commencement of "friendly" discussions regarding a potential combination.
Mon, Oct. 19, 8:57 AM
- Allergan (NYSE:AGN) completes its all-cash acquisition of Orange County, CA-based AqueSys, a clinical stage medical device firm developing ocular implants that reduce intraocular pressure (IOP) associated with glaucoma.
- Previously: Allergan buying ocular implant maker AqueSys for $300M+ (Sept. 3)
Thu, Sep. 10, 1:05 PM
- Thinly traded ZS Pharma (ZSPH +11.7%) is up on a 5x surge in volume as traders take positions hoping for good news, like being acquired. The bullishness was stoked when the company canceled its presentation and one-on-one meetings at a Citi investor conference and has not returned calls regarding the reason.
- Bulls cite the similarity to Kythera, which canceled an appearance at a conference several months ago and announced its takeover by Allergan (AGN) shortly thereafter.
Thu, Sep. 3, 5:34 PM
- Allergan (NYSE:AGN) is acquiring AqueSys, a clinical-stage developer of ocular implants that lower intraocular pressure related to glaucoma, for $300M up-front + "regulatory approval and commercialization milestone payments related to AqueSys' lead development programs." The deal is expected to close in Q4.
- Allergan: "The acquisition of AqueSys adds XEN45, a soft shunt that is implanted in the subconjunctival space in the eye through a minimally invasive procedure with a single use, pre-loaded proprietary injector. The proprietary XEN45 technology facilitates aqueous fluid flow to lower Intra-Ocular Pressure (IOP) while protecting against the potential for hypotony (IOP that is too low) that is associated with current subconjunctival procedures."
- XEN45 has been approved for use in the EU, Turkey, Canada, and Switzerland. FDA approval is expected by late 2016 or early 2017.
Wed, Aug. 5, 8:31 AM
- In order to complete the transaction quicker, Allergan (NYSE:AGN) and Kythera (NASDAQ:KYTH) amend their merger agreement to provide for all-cash consideration in the former's $2.1B bid for the latter. The original bid specified an 80/20 split between cash and stock. The transaction should close this quarter.
- Previously: Allergan takes out Kythera Biopharmaceuticals for $2.1B; KYTH up 22% premarket (June 17)
Tue, Jul. 28, 2:38 AM
- So what's Allergan (NYSE:AGN) doing with all that cash from the Teva deal? CEO Brent Saunders plans to use the money to increase the size of the firm's existing drug business, expand into new therapy areas and pursue larger deals.
- When asked if Allergan planned to spend the cash within 18 months, Saunders replied that he would, as long as the company could maintain its investment-grade credit rating.
- Possible targets: Biogen (NASDAQ:BIIB), AbbVie (NYSE:ABBV) and Amgen (NASDAQ:AMGN).
- Previously: Teva to buy Allergan Generics for $40.5B (Jul. 27 2015)
Mon, Jul. 27, 7:09 AM
- Mylan (NASDAQ:MYL) drops 12% premarket on increased volume in response to Teva's (NYSE:TEVA) $40.5B deal for Allergan's (NYSE:AGN) generics business, dashing investors' hopes that it would pursue its hostile bid for Mylan.
- In a statement, Mylan reaffirms its interest in Perrigo. A vote on the combination by Mylan shareholders is expected to happen in the next few weeks.
Mon, Jul. 27, 5:29 AM
- Besides for its recent deal with Teva, Allergan (NYSE:AGN) said on Sunday it would acquire biotech company Naurex, which is developing a fast-acting antidepressant.
- "Depression remains one of the largest unmet areas of medical need. When you think about existing therapies, they have modest effects with lots of side effects," said Brent Saunders, Allergan's chief executive.
- The $560M all-cash transaction is expected to close by year-end.
Mon, Jul. 27, 5:19 AM
- Teva Pharmaceuticals (NYSE:TEVA) has agreed to buy the generic-drug business of Allergan (NYSE:AGN) for about $40.5B in cash and stock, ending its effort to acquire rival Mylan (NASDAQ:MYL).
- Allergan will receive $33.75B in cash and shares in Teva valued at $6.75B, giving it a 10% stake in the enlarged company.
- The acquisition further extends a wave of mergers that has swept over the healthcare industry. Pharmaceutical deals so far this year have topped $180B, on pace to beat the $200B announced in 2014.
- TEVA +12.1% premarket
Mon, Jul. 27, 3:40 AM| Mon, Jul. 27, 3:40 AM | Comment!
Sun, Jul. 26, 6:37 AM
- Teva Pharmaceuticals (NYSE:TEVA) is in advanced talks to buy Allergan's (NYSE:AGN) generic drug business following an unsuccessful effort to acquire Mylan (NASDAQ:MYL), WSJ reports.
- A deal for the business, valued at about $45B, could be announced as early as Monday and would extend the recent wave of mergers that has swept over the healthcare industry.
- Previously: Bloomberg: Allergan thinking of selling/spinning off generics business (Jul. 24 2015)
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