Pfizer buys out Allergan for $160 bn in mega deal

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IANS | 24 Nov, 2015
In one of the biggest deals in the medical world, US-based global drug major Pfizer Inc announced acquiring leading Irish pharma firm Allergan plc for a whopping $160 billion.

"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.