April 11, 2021

Pfizer Allergan Merger Agreement

Filed under: Uncategorized — dpk3000 @ 7:02 am

At Pfizer, we use science and our global resources to enable people to take therapies that significantly extend and improve their lives. We strive to set the standard of quality, safety and value in the discovery, development and manufacture of health products. Our global portfolio includes medicines and vaccines, as well as many of the world`s best-known health products for consumers. Every day, in developed and emerging markets, Pfizer colleagues work to promote well-being, prevention, treatments and cures that defy the most feared diseases of our time. In keeping with our responsibility as one of the world`s largest innovative biopharmaceutical companies, we are working with health care providers, governments and local communities to support and expand access to reliable and affordable health care around the world. For more than 150 years, Pfizer has been working to make a difference for everyone who relies on us. For more information, please visit us at www.pfizer.com. For more information, follow us on Twitter at @Pfizer and @Pfizer_News, LinkedIn, YouTube and like us on Facebook at Facebook.com/Pfizer. Pfizer and Allergan essentially eliminated the merger after the U.S.

government took steps to prevent so-called tax inversion transactions that, at their most fundamental level, allow companies to move to low-tax countries. Pfizer planned to move to Ireland, where Botox maker Allergan is headquartered and pays only 12.5% corporate tax, well below the U.S. rate. Had the merger taken place, the merger entity, called Pfizer plc, would have been, in terms of sales, the largest pharmaceutical manufacturer in the world. Another description of risks and uncertainties can be contained in Pfizer`s Business Report on Form 10-K for The Year of December 1, 2015. “Risk Factors” and “Forward-Looking Information and Factors That May Affect Future Results,” as well as the following reports on Form 10-Q and Form 8-K, all submitted to the Securities and Exchange Commission and available from www.sec.gov and www.pfizer.com. More information can be found on Allergan`s website at www.allergan.com Pfizer shareholders have the opportunity to obtain cash for some or all of their Pfizer shares instead of shares of the combined company, provided that the total amount of cash payable at the merger is not less than $6 billion, or more than $12 billion. In the event that the total money to be paid in the merger is less than $6 billion, or more than $12 billion, the equity and cash elections will be subject to the deterioration. Pfizer said the decision was due to measures announced Monday by the U.S. Treasury Department, which the companies concluded as “Adverse Tax Law Change” as part of the merger agreement.

The U.S. Treasury has proposed regulations to limit the number of corporate tax inversions and reduce the benefits of tax inversions. Through a reversal operation, companies relocate their tax residences abroad to avoid U.S. taxes without significant changes in their operations. The merger of Allergan Pfizer was attacked when it was announced as such a reversal operation last year. Pfizer had planned to make a decision on secession of its hundreds of generic drugs by 2016, but postponed the decision until 2019, after the announcement of the merger with Allergan. Morningstar analyst Damien Conover said the decision could be delayed until the end of 2017 or 2018 if the Allergan deal collapses. In accordance with the terms of the merger agreement, Allergan`s parent company will be the parent company of the joint venture. A wholly-merged subsidiary of Allergan will be merged with and with Pfizer and, subject to shareholder agreement, Allergan`s parent company will be renamed “Pfizer plc” after the transaction is completed.