US drugs giant Pfizer has agreed a deal to buy Botox-maker Allergan for $160bn (£106bn), making this the biggest pharmaceuticals deal in history. The merger will create the world's biggest drugmaker, to be called Pfizer.
Allergan shareholders will receive 11.3 shares in the merged company for each of their Allergan shares. Analysts have suggested the deal will allow Pfizer to escape relatively high US corporate tax rates by moving its headquarters to Dublin. Last year, Pfizer made an offer to buy UK drugs group AstraZeneca, which rejected the offer, arguing it undervalued the company.
Aside from Botox, Allergan also makes the Alzheimer's drug Namenda and dry-eye medication Restasis. Pfizer makes that-which-cannot-be-named, nerve pain treatment Lyrica, and pneumonia treatment Prevnar. According to the Wall Street Journal:
Pfizer said it expects to buy back about $5 billion in shares in the first half of next year under an accelerated program.
The merger will create a pharmaceutical behemoth, with top-selling products including Pfizer's Prevnar pneumonia vaccine and Allergan's anti-wrinkle treatment Botox and industry-topping R&D budget. The company's drugs and vaccines would cover a range of diseases, from Alzheimer's to cancer, eye health to rheumatoid arthritis.
The deal brings together two pharmaceutical powerhouses with more than $60 billion in combined sales. Last year, Actavis, which bought Allergan and took its name, had more than $13 billion in sales, while Pfizer had nearly $50 billion in revenue.
[...] Pfizer and Allergan said that after the deal closes, the combined company will decide on splitting into two businesses, one focused on patent-protected products and the other on drugs that have lost their patent protection or are close to losing it. It expects to make that decision by the end of 2018.
Related: Judge Rules Drug Maker Cannot Halt Sales of Alzheimer's Medicine - Drug maker Actavis, Plc tried to replace Namenda with a new, patented form. The company changed its name to Allergan, Plc by June 15, 2015.
This week, Pfizer's $160 billion merger with Dublin-based Allergan was scrapped because of new Treasury Department rules to stop such tax dodges [as] tax inversions, [i.e.] reincorporating in countries like Britain, Ireland, or the Netherlands, often merging with a European entity to duck U.S. taxes.
Over the past several years, one of the primary drivers behind [mergers and acquisitions] activity was tax inversions, which, however, as [the] striking announcement [April 4] by the US Treasury made clear, are now effectively over, and with them goes much of the impetus for companies to merge.
And while the Pfizer-Allergan $160 billion merger may be the most notable casualty of the Treasury's decree, there are various other deals working on corporate inversion deals or who have carried out inversions in the past. They are shown in the list below, courtesy of Bloomberg:
Progressive Waste - Waste Connections
Terex - Konecranes
Johnson Controls - Tyco
Mylan - Meda
IHS - Markit
Andrew Pollack reports at the NYT that a federal judge has blocked an attempt by the drug company Actavis to halt sales of an older form of its Alzheimer’s disease drug Namenda in favor of a newer version with a longer patent life after New York’s attorney general filed an antitrust lawsuit accusing the drug company of forcing patients to switch to the newer version of the widely used medicine to hinder competition from generic manufacturers. “Today’s decision prevents Actavis from pursuing its scheme to block competition and maintain its high drug prices,” says Eric Schneiderman, the New York attorney general. “Our lawsuit against Actavis sends a clear message: Drug companies cannot illegally prioritize profits over patients.” The case involves a practice called product hopping where brand name manufacturers (“product hoppers”) make a slight alteration to their prescription drug (PDF) and engage in marketing efforts to shift consumers from the old version to the new to insulate the drug company from generic competition for several years. For its part Actavis argued that an injunction would be “unprecedented and extraordinary” and would cause the company “great financial harm, including unnecessary manufacturing and marketing costs.” Namenda has been a big seller. In the last fiscal year, the drug generated $1.5 billion in sales. The drug costs about $300 a month.