“Boards of Pfizer and Allergan have
approved to merge and become a single entity under Pfizer for $160
billion in stock transaction valued at $363.63 per Allergan share,” the
company said in a statement here on Monday.
Earlier, in a regulatory filing to the
US Securities Exchange of Commission (SEC), both the entities jointly
said Allergan shareholders will receive 11.3 shares of the combined firm
for each of their shares and Pfizer stockholders will receive one share
of the combined company for each of their shares.
“The proposed combination of Pfizer and
Allergan will create a leading global pharmaceutical company with the
strength to research, discover and deliver more medicines and therapies
to more people the world over,” Pfizer chief executive Ian Read said in a
statement later.
The transaction represents 30 percent premium based on Pfizer’s and Allergan’s share prices as of October 28, 2015.
“The combination of Allergan and Pfizer
is a strategic, value-enhancing transaction that brings two bio-pharma
powerhouses to change lives for the better,” Allergan chief executive
Brent Saunders said in the joint statement.
The combination will give Pfizer
financial flexibility to facilitate its discovery and development of
innovative medicines for patients, return of capital to investors and
investment in the US, while enabling its business development
opportunities on a competitive footing in the industry.
Post-merger, Pfizer will maintain
Allergan’s Irish legal domicile, while having its global headquarters in
New York and its principal executive offices at Dublin in Ireland.
“Our businesses will be enhanced with
the addition of a growing revenue stream from Allergan’s flagship brands
in therapeutic areas such as aesthetics and dermatology, eye care,
gastrointestinal, neuroscience and urology,” Read asserted.
As per the transaction terms, the
businesses of Pfizer and Allergan will be combined under Allergan plc,
which will be renamed “Pfizer plc”.
The companies expect that shares of the
combined entity will be listed on the New York Stock Exchange and trade
under the “PFE” ticker.
With the addition of Allergan, Pfizer
will enhance its R&D capabilities in both new molecular entities and
product line extensions.
In the event that the aggregate cash to
be paid out in the merger would otherwise be less than $6 billion or
greater than $12 billion, then the stock and cash elections will be
subject to proration.
In the event that the aggregate cash to
be paid out in the merger would otherwise be less than $6 billion or
greater than $12 billion, then the stock and cash elections will be
subject to proration.
Source : IndianMediaBook - Current Affairs
