You are cordially invited to celebrate the wedding of Viagra and Botox in the second half of 2016. Pfizer, Inc. announced a deal to buy Allergan Plc for approximately $160 billion. The combined company will be renamed Pfizer Plc.
Wall Street was abuzz with the merger talks in late October 2015:https://www.youtube.com/watch?v=eSN38Hc3JoQ
The Pfriendly Pfolks at Pfizer Pfamously brought us Viagra and Lipitor while Allergan Plc is best known for Botox, Restasis and the Alzheimer’s drug called Namenda.
This largest-to-date merger in the healthcare industry will allow Pfizer to shift its headquarters from the United States to Ireland in a tax inversion maneuver that will lower its corporate tax rate from the 35% to 12 ½%.
Valuing Allergan shares at $363.63 each, the deal will allow:
– Allergan shareholders 11.3 shares in the combined company for each Allegan share currently held; and
– Pfizer stockholders the option of:
– one share of the combined company for each Pfizer share; or
– cash, provided the aggregate amount to be paid is neither less than $6 billion nor more than $12 billion (which eliminates me).
At least some aspects of corporate governance are set: Pfizer’s current Chief Executive will be CEO of Pfizer Plc; and Allergan’s current CEO will be COO of the combined company.
Note from HandelontheLaw.com: This article is to be used as an educational guide only and should not be interpreted as a legal consultation. Readers of this article are advised to seek an attorney if a legal consultation is needed. Laws may vary by state and are subject to change, thus the accuracy of this information can not be guaranteed. Readers act on this information solely at their own risk. Neither the author, handelonthelaw.com, or any of its affiliates shall have any liability stemming from this article.