Pfizer Inc on Monday said it would buy Botox maker Allergan Plc in a record-breaking deal worth $160 billion to cut its U.S. tax bill by moving its headquarters to Ireland.
The acquisition will create the world's largest drugmaker, with combined annual revenue of about $64 billion. It is also the biggest-ever tax inversion deal, an increasingly popular and controversial maneuver aimed at helping U.S. companies lower their taxes by reincorporating overseas.
U.S. President Barack Obama has called inversions unpatriotic and has tried to crack down on the practice. To avoid potential restrictions, the transaction was technically structured as smaller Dublin-based Allergan buying Pfizer, although the combined company will be known as Pfizer Plc and continue to be led by Chief Executive Officer Ian Read.
The merger will delay by two years the Lipitor and Viagra maker's decision on whether to split itself into two. That decision, which could sell off Pfizer's lower margin unit of products facing generic competition, was expected by late 2016.
The deal enhances offerings from both Pfizer's faster-growing branded products business, with additions like Botox, and its established products unit. Still, investors had been hoping Pfizer would sell off the lower-margin business in 2017, a move now put off by the time required to integrate Allergan, Pfizer said.
Allergan CEO Brent Saunders will become president and chief operating officer of the combined company with oversight of all commercial businesses.
Read, who has long sought to slash Pfizer's U.S. tax rate, said in a statement that the deal would help put the company on "on a more competitive footing."
The company was expected to pay about 25 percent in corporate taxes this year, compared with about 15 percent for Allergan. Pfizer Chief Financial Officer Frank D'Amelio said he expected a combined tax rate of 17 percent to 18 percent by 2017.
The deal comes some 18 months after the failure of Read's initial attempt at an inversion, a $118 billion bid to acquire Britain-based AstraZeneca Plc that ran into staunch opposition from that company's management and UK politicians.
On a conference call with analysts, Pfizer said the merger would give it enhanced access to its tens of billions of dollars parked overseas over time and allow for more share buybacks and dividend payments.
Saunders said the combination would provide access to about 70 additional worldwide markets for Allergan products.
The merger, scheduled for completion in the second half of 2016, will deliver more than $2 billion in cost savings in the first three years, the companies said. It was not immediately clear how many jobs would be lost as a result.
The companies estimated the merger would increase earnings per share by 10 percent, excluding special items, in 2019 and add by a high-teens percentage rate in 2020.
The deal values Allergan shares at $363.63 each, about 16 percent more than their closing price of $312.46 on Friday. Pfizer shareholders would control of 56 percent of the combined company.
Allergan shareholders would receive 11.3 shares in the combined entity for each of their shares.
Pfizer stockholders can get cash or one share of the combined company for each of their shares, but the aggregate amount of cash must range from $6 billion to $12 billion.
Plans call for four current directors of Allergan, including Saunders and Executive Chairman Paul Bisaro, to join Pfizer's 11-member board, the companies said in a joint release.
The U.S. Treasury, concerned about losing billions of dollars in tax revenue, has been taking steps to limit the benefits of increasingly popular tax inversion deals, but it admitted last week that it would take legislation from Congress to stop such maneuvers.
Reports that the companies were in talks emerged a month ago.
Their combined medicine chest would put Pfizer staples such as impotence treatment Viagra, cholesterol fighter Lipitor and nerve pain treatment Lyrica alongside Allergan's Botox wrinkle treatment, Alzheimer's drug Namenda and dry-eye medication Restasis.
Shares of Pfizer were down 3.3 percent, while Allergan fell 2.4 percent.
Pfizer was advised by Guggenheim Securities, Goldman Sachs & Co, Centerview Partners and Moelis & Co. Its legal advisers are Wachtell, Lipton, Rosen & Katz; Skadden, Arps, Slate, Meagher & Flom LLP and A & L Goodbody.
Allergan was advised by J.P. Morgan, Morgan Stanley and Cleary Gottlieb Steen & Hamilton LLP. Latham & Watkins LLP and Arthur Cox are its legal advisers.
(Reporting by Ransdell Pierson and Bill Berkrot; Additional reporting by Caroline Humer in New York and and Ankur Banerjee in Bengaluru; Editing by Ted Kerr and Lisa Von Ahn)