A vial of Botox, made by Allergan
Pfizer and Allergan are joining in the biggest buyout of the year, a USD160 billion stock deal that will create the world’s largest drugmaker.
It’s also the largest so-called inversion, where an American corporation combines with a company headquartered in a country with a lower corporate tax rate, saving potentially millions each year in U.S. taxes.
Pfizer, which makes the cholesterol fighter Lipitor, will keep its global operational headquarters in New York. But the drugmaker will combine with Botox-maker Allergan as a company that will be called Pfizer Plc. That company would have its legal domicile and principal executive offices in Ireland.
The combination will essentially be Pfizer “but with a lower tax rate,” wrote Bernstein analyst Dr. Tim Anderson. He said he expects a tax rate of about 18 percent after the deal, which compares to Pfizer’s current rate of 25 percent.
Several U.S. drugmakers have performed inversions through acquisitions in the past several years, in part to escape higher U.S. corporate tax rates. The list of companies includes Allergan, which still runs much of its operation out of New Jersey, and the generic drugmaker Mylan.
Last year, Pfizer unsuccessfully tried to buy British drugmaker AstraZeneca Plc in a roughly $118 billion deal that would have involved an inversion. Those talks eventually collapsed when the two sides couldn’t agree on a price.
U.S. efforts to limit inversions have so far proven ineffectual.
Last year, the U.S. Treasury Department initiated new regulations designed to curb the financial benefits of inversions. The rules bar certain techniques that companies use to lower their tax bills and tighten ownership requirements.
Aside from a lower tax bill, the Allergan acquisition would give Pfizer brand-name medicines for eye conditions, infections and heart disease. They would join Pfizer’s extensive portfolio of vaccines and drugs for cancer, pain, erectile dysfunction and other conditions.
The deal would enable Pfizer, the world’s second-biggest drugmaker by revenue, to surpass Switzerland’s Novartis AG and regain the industry’s top spot. AP
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